Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to any Loan Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document; (d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document; (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Appears in 16 contracts
Sources: 364 Day Credit Agreement (TE Connectivity Ltd.), Five Year Senior Credit Agreement (Covidien PLC), Senior Credit Agreement (Covidien PLC)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time time, by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Appears in 6 contracts
Sources: Five Year Senior Unsecured Credit Agreement (TYCO INTERNATIONAL PLC), Five Year Senior Unsecured Revolving Credit Agreement (ADT Corp), 364 Day Senior Unsecured Bridge Loan Agreement (Tyco International LTD)
Guarantee Unconditional. The respective obligations of the each Subsidiary Guarantor and JV Subsidiary Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-set off or other rights which the Subsidiary Guarantor or JV Subsidiary Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity invalidity, irregularity, or unenforceability relating to or against the Borrower Company for any reason of any Loan Document, this Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan DocumentNote; or
(gf) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor to such Subsidiary Guarantor’s or suretysuch JV Subsidiary Guarantor’s obligations hereunder.
Appears in 5 contracts
Sources: Indenture (Yin Jia Investments LTD), Indenture (Yin Jia Investments LTD), Indenture (Yin Jia Investments LTD)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuer under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 5 contracts
Sources: Indenture (Crocs, Inc.), Indenture (Crocs, Inc.), Indenture (Energizer Holdings, Inc.)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected, at any time affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthis Indenture; or
(g6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 5 contracts
Sources: Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC)
Guarantee Unconditional. The obligations of the each Subsidiary Guarantor and each JV Subsidiary Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-set off or other rights which the such Subsidiary Guarantor or JV Subsidiary Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity invalidity, irregularity, or unenforceability relating to or against the Borrower Company for any reason of any Loan Document, this Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan DocumentNote; or
(gf) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor to such Subsidiary Guarantor or suretyJV Subsidiary Guarantor’s obligations hereunder.
Appears in 5 contracts
Sources: Indenture (Xinyuan Real Estate Co., Ltd.), Indenture (Xinyuan Real Estate Co., Ltd.), Indenture (Xinyuan Real Estate Co., Ltd.)
Guarantee Unconditional. The obligations of the Guarantor hereunder Holdings under this Article 9 shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any other Loan Party under any Loan DocumentDocument or Specified Hedging Agreement, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to any Loan DocumentDocument or Specified Hedging Agreement;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Borrower or any Loan Party under any Loan DocumentDocument or Specified Hedging Agreement;
(d) any change in the corporate existence, structure or ownership of the Borrower, Borrower or any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Loan Party or its assets assets, or any resulting release or discharge of any obligation of the Guarantor Borrower or the Borrower any other Loan Party contained in any Loan DocumentDocument or Specified Hedging Agreement;
(e) the existence of any claim, set-off or other rights which the Guarantor Holdings may have at any time against the BorrowerBorrower or any other Loan Party, the Administrative any Agent, any Issuing Bank, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactions, transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Loan DocumentDocument or Specified Hedging Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, any other Loan Party of any amount payable by it under any Loan DocumentDocument or Specified Hedging Agreement; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agentany other Loan Party, any Lender or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge or defense of a guarantor or suretyHoldings' obligations under this Article 9.
Appears in 4 contracts
Sources: Aircraft Dry Lease (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc), Master Lease Agreement (Williams Companies Inc)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under the Indenture or any Loan DocumentSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Indenture or any Loan DocumentSecurity; provided that any such modification which increases the obligations of the Guarantor hereunder shall not be effective as to the Guarantor without its consent;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan DocumentCompany or the Guarantor hereunder;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in the Indenture or any Loan DocumentSecurity;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Company for any reason of the Indenture or any Loan DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Security or any other amount payable by it the Company under any Loan Documentthe Indenture; or
(g) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor's obligations hereunder.
Appears in 4 contracts
Sources: Third Supplemental Indenture (Equistar Chemicals Lp), Third Supplemental Indenture (Equistar Chemicals Lp), Third Supplemental Indenture (Lyondell Chemical Co)
Guarantee Unconditional. The obligations of the each Guarantor hereunder under this Guarantee shall be unconditional unconditional, absolute and absolute, irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower any other obligor under any of the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Borrowerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other obligor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower any other obligor contained in any of the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith with any of the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower any other obligor for any reason of any of the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by any other obligor of principal, interest or any other amount payable under any of the BorrowerLoan Documents, in including any law affecting compliance with Section 2.03(d) or Section 2.09(a) of the currency and funds and at the time and place specified hereinFacility Agreement;
(g) any law, regulation or order of any amount payable by it under jurisdiction, or any Loan Documentother event, affecting any term of any obligation of the Bank’s rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphclause (h), constitute a legal or equitable discharge of or defense to the obligations of a guarantor or suretyeither Guarantor under this Guarantee.
Appears in 4 contracts
Sources: Facility Agreement (ACE LTD), Facility Agreement (ACE LTD), Facility Agreement (ACE LTD)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuer under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 3 contracts
Sources: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Guarantee Unconditional. The obligations of the Guarantor Company hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture (other than this Article 11) or any Loan DocumentSecurity;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentSecurity;
(ed) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Security or any other amount payable by it the Issuer under any Loan Document; orthis Indenture;
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company’s obligations hereunder; or
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of a guarantor or suretyexonerate guarantors or sureties, or which may conflict with the terms of this Indenture.
Appears in 3 contracts
Sources: Indenture (Fibria Celulose S.A.), Indenture (Fibria Celulose S.A.), Indenture (Votorantim Pulp & Paper Inc)
Guarantee Unconditional. The obligations of the each Cable Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under the Indenture or any Loan DocumentSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Indenture or any Loan DocumentSecurity;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in the Indenture or any Loan DocumentSecurity;
(ed) the existence of any claim, set-off or other rights which the any Cable Guarantor may have at any time against the BorrowerIssuer, the Administrative AgentTrustee, any Lender other Cable Guarantor or any other Person, whether in connection herewith with the Indenture or any an unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity invalidity, irregularity or unenforceability relating to or against the Borrower Issuer for any reason of the Indenture or any Loan DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Security or any other amount payable by it the Issuer under any Loan Documentthe Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Cable Guarantor's obligations hereunder.
Appears in 3 contracts
Sources: Indenture (Mediaone Group Inc), Indenture (Comcast Mo Group Inc), Indenture (Comcast Mo Group Inc)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Financing Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Financing Document;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Financing Document;
(div) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Financing Document;
(ev) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Borrower of any amount payable by it under any Loan Financing Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor's obligations hereunder.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/), 364 Day Credit Agreement (Tyco International LTD /Ber/)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-set off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuer under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 10.02, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 3 contracts
Sources: Indenture (Nuance Communications, Inc.), Indenture (Nuance Communications, Inc.), Indenture (Nuance Communications, Inc.)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 13.02, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. For the avoidance of doubt, the Guarantees with respect to a guarantor or suretyNote are not exchangeable and shall automatically terminate when such Note is exchanged in accordance with this Indenture.
Appears in 3 contracts
Sources: Indenture (BigBear.ai Holdings, Inc.), Subscription Agreement (GigCapital4, Inc.), Indenture (TripAdvisor, Inc.)
Guarantee Unconditional. The obligations of the each Cable Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under the Indenture or any Loan DocumentSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Indenture or any Loan DocumentSecurity;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in the Indenture or any Loan DocumentSecurity;
(ed) the existence of any claim, set-off or other rights which the any Cable Guarantor may have at any time against the BorrowerIssuer, the Administrative AgentTrustee, any Lender other Cable Guarantor or any other Person, whether in connection herewith with the Indenture or any an unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity invalidity, irregularity or unenforceability relating to or against the Borrower Issuer for any reason of the Indenture or any Loan DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Security or any other amount payable by it the Issuer under any Loan Documentthe Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Cable Guarantor’s obligations hereunder.
Appears in 3 contracts
Sources: Indenture (Comcast Cable Communications LLC), Indenture (Comcast Corp), Indenture (Comcast Cable Communications Inc)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 3 contracts
Sources: Indenture (Century Aluminum Co), Indenture (Century Aluminum Co), Indenture (Century Aluminum Co)
Guarantee Unconditional. The obligations of the Guarantor Parent hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Financing Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Financing Document;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Financing Document;
(div) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor Parent or the Borrower contained in any Loan Financing Document;
(ev) the existence of any claim, set-off or other rights which the Guarantor Parent may have at any time against the Borrower, the Administrative Paying Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Financing Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Paying Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not will not, to the maximum extent permitted by law, be released, discharged or otherwise affected, at any time affected by:
(aA) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(bB) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(dC) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(eD) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fE) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthis Indenture; or
(gF) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Sabre Corp), Indenture (Sabre Corp)
Guarantee Unconditional. The obligations of the each Subsidiary Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall shall, subject to Section 10.03 and Section 10.11, not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote, except to the extent of such modification, amendment, or supplement that is permitted by the terms of this Indenture;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company, or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Subsidiary Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity invalidity, irregularity or unenforceability relating to or against the Borrower Company or any other Subsidiary Guarantor for any reason of any Loan Document, this Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; orNote;
(gf) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 10.02, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Subsidiary Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (eHi Car Services LTD), Indenture (eHi Car Services LTD)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected, at any time affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under the Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to the Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in the Indenture or any Loan DocumentNote;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any invalidity or unenforceability relating to or against the Borrower Company for any reason of the Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthe Indenture; or
(g6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Spectrum Brands, Inc.), Indenture (Wendy's/Arby's Group, Inc.)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentSecurity;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under Company or any Loan DocumentGuarantor hereunder;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentSecurity;
(e) the existence of any claim, set-off or other rights which the such Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Indenture, any Loan Security or any Note Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Security or any other amount payable by it the Company under any Loan Documentthis Indenture; or
(g) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Evergreen Solar Inc), Indenture (Evergreen Solar Inc)
Guarantee Unconditional. The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote; provided that any such modification which increases the obligations of each Guarantor hereunder shall not be effective as to such Guarantor without its consent;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under Company or any Loan DocumentGuarantor hereunder;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(e) the existence of any claim, set-off or other rights which the Guarantor Guarantors may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Indenture, any Loan DocumentNote or any Security Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthis Indenture; or
(g) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co)
Guarantee Unconditional. The obligations of the Guarantor hereunder Guarantee shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under any Loan Documentthe Indenture or the Notes, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Documentthe Indenture or the Notes (other than a modification, amendment or supplement effected in accordance with the terms of the Indenture which expressly releases, discharges or otherwise affects the Guarantee);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor Company contained in the Indenture or the Borrower contained in any Loan DocumentNotes;
(ed) the existence of any claim, set-off or other rights which right that the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with the Indenture or any an unrelated transactionstransaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity invalidity, irregularity or unenforceability relating to to, or against the Borrower Company for any reason of any Loan Documentof, the Indenture or the Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at principal of or interest on the time and place specified herein, of Notes or any other amount payable by it the Company under any Loan Documentthe Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 1.02, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor’s obligations hereunder (other than an act contemplated by the parenthetical in Section 1.02(b) above).
Appears in 2 contracts
Sources: First Supplemental Indenture (Aetna Inc /Pa/), First Supplemental Indenture (Coventry Health Care Inc)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under the Subordinated Indenture or any Loan DocumentSecurity, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to the Subordinated Indenture or any Loan DocumentSecurity;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d3) any change in the corporate existence, structure or ownership of the BorrowerGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Guarantor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in the Subordinated Indenture or any Loan DocumentSecurity;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Subordinated Trustee or any other Person, whether in connection herewith with the Subordinated Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of the Subordinated Indenture or any Loan DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Security or any other amount payable by it the Issuer under any Loan Documentthe Subordinated Indenture; or
(g6) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Subordinated Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Subordinated Indenture (Prudential Funding (Asia) PLC), Subordinated Indenture
Guarantee Unconditional. The obligations of the Parent Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the any Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Parent Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Appears in 2 contracts
Sources: Five Year Senior Credit Agreement, Five Year Senior Credit Agreement (TE Connectivity Ltd.)
Guarantee Unconditional. The obligations of the Guarantor hereunder Franklin Electric under this Article XI shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Subsidiary Borrower under any Loan Document, Document by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the any Subsidiary Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the any Subsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Subsidiary Borrower or its assets assets, or any resulting release or discharge of any obligation of the Guarantor or the any Subsidiary Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor Franklin Electric (or any Subsidiary Borrower) may have at any time against the Borrowerany Bank, the Administrative Agent, any Lender Agent or any other Person, whether or not arising in connection herewith or any unrelated transactionswith this Agreement, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the any Subsidiary Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any Subsidiary Borrower of the Borrower, in the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any Bank, the Administrative Agent, any Lender Agent or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 11.02, constitute a legal or equitable discharge or defense of a guarantor or suretyFranklin Electric's obligations under this Article XI.
Appears in 2 contracts
Sources: Credit Agreement (Franklin Electric Co Inc), Credit Agreement (Franklin Electric Co Inc)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, irrespective of the value, genuineness, legality, validity, regularity and enforceability of the obligations of the Company, the Parent and the Guarantors under this Indenture or any other agreement or instrument referred to herein, and, without limiting the generality of the foregoing, shall to the extent permitted by applicable law, will not be released, discharged or otherwise affected, at any time affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b2) any rescission, waiver, modification or amendment of or supplement to this Indenture or any Loan DocumentNote, or any agreement or instrument executed pursuant thereto;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d3) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentNote;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuer under this Indenture;
(6) any Loan Documentfailure to perfect any lien or security interest granted to, or in favor of, the Holders; or
(g7) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (GAC Inc.), Indenture (GOL Linhas Aereas S.A.)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuer under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Spansion Inc.), Indenture (Spansion Inc.)
Guarantee Unconditional. The obligations of the Guarantor Guarantors hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the either Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the either Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Appears in 2 contracts
Sources: Five Year Senior Credit Agreement (Covidien Ltd.), Five Year Senior Credit Agreement (Covidien Ltd.)
Guarantee Unconditional. The obligations of the Subsidiary Guarantor hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any other Credit Party under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Credit Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Borrower, any other Credit Party or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, any other Credit Party or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, any other Credit Party or its any other Person or any of their assets or any resulting release or discharge of any obligation of the Guarantor Borrower, any other Credit Party or the Borrower any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Subsidiary Guarantor may have at any time against the Borrower, the Administrative Agentany other Credit Party, any Lender or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of the Credit Agreement or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in any other Credit Party or any other Person of the currency and funds and at the time and place specified hereinprincipal, of premium or interest on any loan made pursuant to, or any other amount payable by it under pursuant to any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, any other Credit Party, the Administrative Agent, any Lender Agent or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Subsidiary Guarantor’s obligations hereunder (other than payment in full of a guarantor the Guaranteed Obligations, subject to the provisions of Section 4 in the event that any such payment is rescinded or suretymust otherwise be restored or returned).
Appears in 2 contracts
Sources: Credit Agreement (United States Steel Corp), Credit Agreement (United States Steel Corp)
Guarantee Unconditional. The obligations of the Guarantor Company hereunder shall be unconditional unconditional, absolute and absolute, irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release (including with respect to any collateral) in respect of any obligation of the Borrower any other obligor under any Loan Documentof the Credit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Documentof the Credit Documents;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower any other obligor under any Loan Documentof the Credit Documents;
(div) any change in the corporate existence, structure or ownership of the Borrowerany obligor, or any insolvency, bankruptcy, reorganization bankruptcy proceeding or other similar insolvency proceeding affecting the Borrower any other obligor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower any other obligor contained in any Loan Documentof the Credit Documents;
(ev) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith with any of the Credit Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower any other obligor for any reason of any Loan Documentof the Credit Documents, or any provision of applicable law or regulation purporting to prohibit the payment by any other obligor of principal, interest or any other amount payable under any of the BorrowerCredit Documents;
(vii) any law, in the currency and funds and at the time and place specified herein, regulation or order of any amount payable by it under jurisdiction, or any Loan Documentother event, affecting any term of any obligation of the Bank’s rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender Bank or any other Person, corporation or person or any other circumstance whatsoever (other than the defense of payment) which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Company’s obligations under this Guarantee Agreement.
Appears in 2 contracts
Sources: Guarantee Agreement, Guarantee Agreement (Nationwide Financial Services Inc/)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Agreement or any Loan DocumentUnit (including any Purchase Contract governed by this Agreement), by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any Loan DocumentUnit (including any Purchase Contract governed by this Agreement);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Agreement or any Loan DocumentUnit (including any Purchase Contract governed by this Agreement);
(ed) the existence of any claim, set-set off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender the Collateral Agent or any other Person, whether in connection herewith with this Agreement or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Agreement or any Loan DocumentUnit (including any Purchase Contract governed by this Agreement), or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Unit (including any Purchase Contract governed by this Agreement) or any other amount payable by it the Company under any Loan Documentthis Agreement; or
(gf) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender the Collateral Agent or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Unit Agreement (Morgan Stanley Finance LLC), Unit Agreement (Morgan Stanley Capital Trust Iv)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or Securities of any Loan Documentseries, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or Securities of any Loan DocumentSeries;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or Securities of any Loan DocumentSeries;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity invalidity, irregularity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or Securities of any Loan DocumentSeries, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on Securities of any Series or any other amount payable by it the Issuer under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Equinix Europe 2 Financing Corp LLC), Indenture (Equinix Europe 2 Financing Corp LLC)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under Company or any Loan DocumentGuarantor hereunder;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(e) the existence of any claim, set-off or other rights which the such Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Indenture, any Loan DocumentNote or any Security Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthis Indenture; or
(g) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Eastman Kodak Co), Indenture (Eastman Kodak Co)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under the Indenture or any Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to the Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(diii) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in the Indenture or any Loan DocumentNote;
(eiv) the existence of any claim, set-set off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fv) any invalidity or unenforceability relating to or against the Borrower Company for any reason of the Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthe Indenture; or
(gvi) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Indenture (Northwest Pipeline Corp), Indenture (Williams Companies Inc)
Guarantee Unconditional. The obligations of the Guarantor Company hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture (other than this Article X) or any Loan DocumentSecurity;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentSecurity;
(ed) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Security or any other amount payable by it the Issuer under any Loan Document; orthis Indenture;
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company’s obligations hereunder; or
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of a guarantor or suretyexonerate guarantors or sureties, or which may conflict with the terms of this Indenture.
Appears in 2 contracts
Sources: Indenture (Suzano Austria GmbH), Indenture (Suzano Austria GmbH)
Guarantee Unconditional. The obligations of the Guarantor Company hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the a Subsidiary Borrower under this Agreement or any Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any Loan DocumentNote;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the a Subsidiary Borrower under this Agreement or any Loan DocumentNote;
(div) any change in the corporate existence, structure or ownership of the a Subsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the a Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the a Subsidiary Borrower contained in this Agreement or any Loan DocumentNote;
(ev) the existence of any claim, set-off setoff or other rights which the Guarantor Company may have at any time against the a Subsidiary Borrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the a Subsidiary Borrower for any reason of this Agreement or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by a Subsidiary Borrower of the Borrower, in the currency and funds and at the time and place specified herein, principal of or interest on any Loan or any other amount payable by it a Subsidiary Borrower under any Loan Documentthis Agreement; or
(gvii) any other act or omission to act or delay of any kind by the a Subsidiary Borrower, the Administrative Agent, any Lender Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge or defense of a guarantor or suretythe Company's obligations hereunder. The Company's obligations hereunder shall remain in full force and effect until the principal of and interest on all of the Loans of all the Subsidiary Borrowers and all other amounts payable by the Subsidiary Borrowers under this Agreement shall have been paid in full and the Commitments shall have terminated.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative AgentTrustee, any Lender the Collateral Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuer under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative AgentTrustee, any Lender the Collateral Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Indenture (Seadrill LTD)
Guarantee Unconditional. The obligations of the Guarantor hereunder Holdings under THIS ARTICLE 9 shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any other Loan Party under any Loan DocumentDocument or Specified Hedging Agreement, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to any Loan DocumentDocument or Specified Hedging Agreement;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Borrower or any Loan Party under any Loan DocumentDocument or Specified Hedging Agreement;
(d) any change in the corporate existence, structure or ownership of the Borrower, Borrower or any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Loan Party or its assets assets, or any resulting release or discharge of any obligation of the Guarantor Borrower or the Borrower any other Loan Party contained in any Loan DocumentDocument or Specified Hedging Agreement;
(e) the existence of any claim, set-off or other rights which the Guarantor Holdings may have at any time against the BorrowerBorrower or any other Loan Party, the Administrative any Agent, any Issuing Bank, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactions, transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower or any other Loan Party for any reason of any Loan DocumentDocument or Specified Hedging Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, any other Loan Party of any amount payable by it under any Loan DocumentDocument or Specified Hedging Agreement; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agentany other Loan Party, any Lender or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge or defense of a guarantor or suretyHoldings' obligations under THIS ARTICLE 9.
Appears in 1 contract
Sources: Credit Agreement (Williams Communications Group Inc)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver settlement of or release in respect of any obligation of supplement to the Borrower under any Loan Document, by operation of law or otherwiseAgreement;
(b) any modification or amendment of or supplement to any Loan Documentthe Agreement;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Obligor under any Loan Documentthe Agreement;
(d) any change in the corporate existence, structure or ownership of the BorrowerObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Obligor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Obligor contained in any Loan Documentthe Agreement;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerObligor, the Administrative Agent, any Lender Beneficiary or any other Personentity, whether in connection herewith or with any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of or any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Obligor for any reason of any Loan Document, the Agreement or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerObligor of principal, in the currency and funds and at the time and place specified hereinpremium or interest on any loan made pursuant to, of or any other amount payable by it under any Loan Documentpursuant to the Agreement; or
(g) any other act or omission to act or delay of any kind by the BorrowerObligor, the Administrative Agent, any Lender Beneficiary or any other Person, person or any other circumstance whatsoever whatever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Loan Agreement (Interoil Corp)
Guarantee Unconditional. The obligations of the Guarantor Company hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Heinz Finance under any Loan Financing Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Financing Document;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Heinz Finance under any Loan Financing Document;
(div) any change in the corporate existence, structure or ownership of the BorrowerHeinz Finance, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Heinz Finance or its assets or any resulting release or discharge of any obligation of the Guarantor Company or the Borrower Heinz Finance contained in any Loan Financing Document;
(ev) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the BorrowerHeinz Finance, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower Heinz Finance for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Heinz Finance of any amount payable by it under any Loan Financing Document; or
(gvii) any other act or omission to act or delay of any kind by the BorrowerHeinz Finance, the Administrative Agent, any Lender Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Heinz H J Co)
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuers under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borroweran Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower an Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower an Issuer contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuers, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower an Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by an Issuer of the Borrower, in the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuers under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuers, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Indenture (Valaris LTD)
Guarantee Unconditional. The obligations of the Guarantor hereunder under its Note Guarantee shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under the Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in the Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of the Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuer under any Loan Documentthe Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor’s obligations thereunder.
Appears in 1 contract
Sources: Indenture (GeoPark LTD)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be each Credit Party under this Section 12 are continuing, unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affectedaffected by (and each Credit Party hereby consents to or waives, at any time by:
as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Borrower under any Loan DocumentObligation, by operation of law security, Person or otherwise;
; (b) any modification or amendment of or supplement to the Obligations, including any Loan Document;
increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Borrowerany Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other person or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
assets; (e) the existence of any claim, set-off or other rights which the Guarantor any Credit Party may have at any time against the any Borrower, the Administrative Agent, any Lender Lender, or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (f) any invalidity invalidity, illegality or unenforceability relating to or against the any Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the Borrowerprincipal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defence arising by reason of any failure of the Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of all of the following: acceptance of this Section 12.9, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defence arising by reason of any failure of the Agent or any Lender to proceed against any Borrower or any other Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Section 12.9 or to pursue any other remedy in the power of the Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority, or other defence of any Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of any Borrower or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Agent, any Lender or others which directly or indirectly results in the discharge or release of any Borrower or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Agent or any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Borrower or any other Person, or by reason of any interest of the Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Agent or any Lender of any right to recourse or collateral; (n) any defence arising by reason of the failure of the Agent or any Lender to m▇▇▇▇▇▇▇ any assets; (o) any defence based upon any failure of the Agent or any Lender to give to any Borrower or any Credit Party notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Agent or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with any Borrower or other person or any security, whether negligently or not, or any failure to do so; (q) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Borrower or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in the currency and funds and at the time and place specified herein, or as a result of any amount payable by it under any Loan Documentsuch proceeding; or
or (gr) any other act or omission to act or delay of any kind by the any Borrower, the Administrative Agent, any Lender or any other PersonLender, or any other Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphSection 12, constitute a legal or equitable discharge discharge, limitation or defense reduction of a any Credit Party’s obligations hereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Agent or any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Credit Party’s right to proceed against any Borrower for reimbursement, each Credit Party’s right to recover contribution from any other guarantor or suretyany other right or remedy.
Appears in 1 contract
Guarantee Unconditional. (a) The obligations of the Guarantor Guaranteeing Subsidiary hereunder shall be are direct, unsubordinated, unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of the Borrower Issuers under any Loan Documentthe Indenture, this Supplemental Indenture or under the Notes, by operation of law or otherwise;
(b2) any rescission, waiver or, subject to Section 10.03 of the Indenture, any modification or amendment of or supplement to any Loan Documentto, the Indenture or the Notes;
(c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security for any obligation event of default under the Borrower Indenture or under any Loan Document;other agreement,
(d4) any change in the corporate existence, structure or ownership of the Borroweran Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower an Issuer or its their assets or any resulting release or discharge of any obligation of an Issuer contained under the Guarantor Indenture or under the Borrower contained in any Loan DocumentNotes;
(e5) the existence of any claim, set-off or other rights which the Guarantor Guaranteeing Subsidiary may have at any time against the Borroweran Issuer, the Administrative AgentTrustee, any Lender the Notes Administrator or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f6) any invalidity or unenforceability relating to or against the Borrower an Issuer for any reason of the Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by an Issuer of the Borrower, in principal of or interest on the currency and funds and at the time and place specified herein, of Notes or any other amount payable by it an Issuer under any Loan Documentthe Indenture; or
(g7) any other act or omission to act or delay of any kind by the Borroweran Issuer, the Administrative AgentTrustee, any Lender the Notes Administrator or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guaranteeing Subsidiary’s obligations hereunder.
Appears in 1 contract
Sources: Indenture (Foresight Energy LP)
Guarantee Unconditional. The Except as provided in ----------------------- Section 9, the obligations of the Supporting Guarantor hereunder under this Guaranty shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Vencor under any Loan Document, Financing Document by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to any Loan Financing Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Borrower Vencor under any Loan Financing Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerVencor or any of its Subsidiaries, or any insolvency, insolvency bankruptcy, reorganization or other similar proceeding affecting the Borrower Vencor or any of its Subsidiaries or its assets assets, or any resulting release or discharge of any obligation of the Guarantor Vencor or the Borrower any of its Subsidiaries contained in any Loan Financing Document;
(e) the existence of any claim, set-off or other rights which the Supporting Guarantor or Vencor may have at any time against the Borrower, the Administrative Agentany Bank, any Lender LC Issuing Bank, any Agent or any other Person, whether or not arising in connection herewith or any unrelated transactionswith this Guaranty, provided -------- that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Vencor for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Vencor of any amount payable by it under any Loan Financing Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative AgentVencor, any Lender Bank, any LC Issuing Bank, any Agent or any other Person, Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraphSection 4, constitute a legal or equitable discharge or defense of a guarantor or suretythe Supporting Guarantor's obligations under this Guaranty.
Appears in 1 contract
Sources: Credit Agreement (Vencor Inc)
Guarantee Unconditional. The Except as provided in Section 8, the obligations of the each undersigned Guarantor hereunder under this Guarantee shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower New Valero or any other Guarantor under any Loan Document, Financing Document by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to any Loan Financing Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Borrower New Valero or any other Guarantor under any Loan Financing Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerNew Valero or any of its Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower New Valero or any of its Subsidiaries or its assets assets, or any resulting release or discharge of any obligation of the Guarantor New Valero or the Borrower any of its Subsidiaries contained in any Loan Financing Document;
(e) the existence of any claim, set-off or other rights which the such Guarantor, New Valero or any other Guarantor may have at any time against the Borrowerany Bank, the Administrative AgentIssuing Bank, any Lender Agent or any other Person, whether or not arising in connection herewith or any unrelated transactionswith this Guarantee, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower New Valero or any other Guarantor for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, New Valero or any other Guarantor of any amount payable by it under any Loan Financing Document; or
(g) any other act or omission to act or delay of any kind by the BorrowerNew Valero, any Bank, the Administrative Issuing Bank, any Agent, any Lender other Guarantor or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 4, constitute a legal or equitable discharge or defense to of a guarantor or suretysuch Guarantor's obligations under this Guarantee.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor hereunder under this Article 2 shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
; (b) any modification or amendment of or supplement to any Loan Document;
Document (other than as specified in an amendment or waiver of this Subsidiary Guaranty effected in accordance with Section 2.03); (c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third-party, for any obligation of the Borrower under any Loan Document;
; (d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
; (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactions, with the Loan Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower, in Borrower of the currency and funds and at the time and place specified herein, principal of or interest on any Loan or any other amount payable by it the Borrower under any Loan Document; or
or (g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, Person or any other circumstance whatsoever which that C-2 might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or suretythe obligations of the Guarantor under this Article 2.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor hereunder under this Article II shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other Loan Party under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan DocumentDocument (other than as specified in an amendment or waiver of this Subsidiary Guaranty effected in accordance with Section 2.03);
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any Guaranteed Obligation, direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation of the Borrower any other Loan Party under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrowerany other Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other Loan Party or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower any other Loan Party contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the any Guarantor may have at any time against the Borrowerany other Loan Party, the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactions, with the Loan Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower any other Loan Party for any reason of any Loan Document, any Guaranteed Obligation or any provision of applicable law or regulation purporting to prohibit the payment by any other Loan Party of the Borrower, in the currency and funds and at the time and place specified herein, principal of or interest on any Loan or any other amount payable by it any other Loan Party under any Loan Document;
(g) the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part of them;
(h) any law, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or rights of the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank or the Lenders with respect thereto; or
(gi) any other act or omission to act or delay of any kind by the Borrowerany other Loan Party, the Administrative Agent, the Documentation Agent, the Swing Loan Bank, the Issuing Bank, any Lender or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or suretythe obligations of such Guarantor under this Article 2.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor hereunder Parent under this Article VIII shall be continuing, unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement, the Term Credit Note or any Loan other Credit Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement, the Term Credit Note or any Loan other Credit Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation of the Borrower under this Agreement, the Term Credit Note or any Loan other Credit Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Borrower, or any of its assets assets, or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in this Agreement, the Term Credit Note or any Loan other Credit Document;
(e) the existence of any claim, set-set off or other rights right which the Guarantor Parent may have at any time against the Borrower, the Administrative Agent, any Lender or any other Personperson or entity, whether or not arising in connection herewith with this Agreement, the Term Credit Note or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Credit Document;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of the whole or any Loan provision of this Agreement, the Term Credit Note or other Credit Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Borrower of any Obligation, or any other amount payable by it under this Agreement, the Term Credit Note or any Loan other Credit Document; or;
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Personperson or entity, or any other circumstance whatsoever which mightwhatsoever, but for the provisions of this paragraph, that might constitute a legal or equitable discharge of the obligations of Parent under this Article VIII; or
(h) any future changes in conditions, including any change of law or defense any invalidity or irregularity with respect to the issuance of a guarantor or suretythe Credit Documents.
Appears in 1 contract
Sources: Real Estate Term Credit Agreement (Hughes Supply Inc)
Guarantee Unconditional. The obligations of the each Guarantor hereunder under this Guarantee shall be unconditional unconditional, absolute and absolute, irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other obligor under any of the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any of the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower any other obligor under any of the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Borrowerany obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other obligor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower any other obligor contained in any of the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other rights which the Guarantor any obligor may have at any time against the Borrowerany other obligor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith with any of the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower any other obligor for any reason of any of the Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by any other obligor of principal, interest or any other amount payable under any of the BorrowerLoan Documents, in including any law affecting compliance with Section 2.03(d) or Section 2.09(a) of the currency and funds and at the time and place specified hereinFacility Agreement;
(g) any law, regulation or order of any amount payable by it under jurisdiction, or any Loan Documentother event, affecting any term of any obligation of the Bank’s rights with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Borrowerany obligor, the Administrative Agent, any Lender Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of Exh. A-2 this paragraphclause (h), constitute a legal or equitable discharge of or defense to the obligations of a guarantor or suretyeither Guarantor under this Guarantee.
Appears in 1 contract
Sources: Letter of Credit Facility Agreement
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be each Credit Party under this Section 12 are continuing, unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affectedaffected by (and each Credit Party hereby consents to or waives, at any time by:
as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Borrower under any Loan DocumentObligation, by operation of law security, Person or otherwise;
; (b) any modification or amendment of or supplement to the Obligations, including any Loan Document;
increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Borrowerany Borrower or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or any other person or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
assets; (e) the existence of any claim, set-off or other rights which the Guarantor any Credit Party may have at any time against the any Borrower, the Administrative Agent, any Lender Lender, or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (f) any invalidity invalidity, illegality or unenforceability relating to or against the any Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the Borrowerprincipal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defence arising by reason of any failure of the Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of all of the following: acceptance of this Section 12.9, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; (j) any defence arising by reason of any failure of the Agent or any Lender to proceed against any Borrower or any other Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Section 12.9 or to pursue any other remedy in the power of the Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority, or other defence of any Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of any Borrower or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Agent, any Lender or others which directly or indirectly results in the discharge or release of any Borrower or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Agent or any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of any Borrower or any other Person, or by reason of any interest of the Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Agent or any Lender of any right to recourse or collateral; (n) any defence arising by reason of the failure of the Agent or any Lender to ▇▇▇▇▇▇▇▇ any assets; (o) any defence based upon any failure of the Agent or any Lender to give to any Borrower or any Credit Party notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Agent or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with any Borrower or other person or any security, whether negligently or not, or any failure to do so; (q) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Borrower or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in the currency and funds and at the time and place specified herein, or as a result of any amount payable by it under any Loan Documentsuch proceeding; or
or (gr) any other act or omission to act or delay of any kind by the any Borrower, the Administrative Agent, any Lender or any other PersonLender, or any other Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphSection 12, constitute a legal or equitable discharge discharge, limitation or defense reduction of a any Credit Party’s obligations hereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Agent or any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Credit Party’s right to proceed against any Borrower for reimbursement, each Credit Party’s right to recover contribution from any other guarantor or suretyany other right or remedy.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any Obligor under any Loan Transaction Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Transaction Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower any Obligor under any Loan Transaction Document;
(d) any change in the corporate existence, structure or ownership of the Borrowerany Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any Obligor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower any Obligor contained in any Loan Transaction Document;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agentany Obligor, any Lender Beneficiary or any other Personentity, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower any Obligor for any reason of any Loan Document, Transaction Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, any Obligor of any amount amounts payable by it under pursuant to any Loan Transaction Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agentany Obligor, any Lender Beneficiary or any other Person, person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Guarantee (Dubai World)
Guarantee Unconditional. The obligations of the Guarantor hereunder under this Article 2 shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan DocumentDocument (other than as specified in an amendment or waiver of this Subsidiary Guaranty effected in accordance with Section 2.03);
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third- party, for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactions, with the Loan Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower, in Borrower of the currency and funds and at the time and place specified herein, principal of or interest on any Loan or any other amount payable by it the Borrower under any Loan Document; oror 125
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or suretythe obligations of the Guarantor under this Article 2.
Appears in 1 contract
Sources: Term Loan Credit Agreement (TYCO INTERNATIONAL PLC)
Guarantee Unconditional. The obligations of the Parent Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the any other Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Parent Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Appears in 1 contract
Guarantee Unconditional. The Upon failure of payment when due of any amount so guaranteed for whatever reason, Union will be obligated to pay the same immediately. Union hereby agrees that its obligations of the Guarantor hereunder shall be unconditional continuing, absolute and absoluteunconditional, and, without limiting irrespective of: any delays in obtaining or realizing upon or failure to obtain or realize upon Trust Property; the generality recovery of the foregoing, shall not be released, discharged any judgment against Procor or otherwise affected, at any time by:
(a) Union; any extension, renewal, renewal settlement, compromise, waiver or release in respect of any obligation of Procor under this Pass Through Trust Agreement or the Borrower under any Loan DocumentProcor ETC, by operation of law or otherwise;
(b) ; any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection this Pass Through Trust Agreement or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) Procor ETC; any change in the corporate existence, structure or ownership of the BorrowerProcor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Procor or its assets or any resulting release or discharge of any obligation of the Guarantor Procor contained in this Pass Through Trust Agreement or the Borrower contained in any Loan Document;
(e) Procor ETC; the existence of any claim, set-off or other rights which the Guarantor Union may have at any time against the BorrowerProcor, the Administrative AgentPass Through Trustee, any Lender Certificateholder or any other Person, whether in connection herewith or any unrelated transactions; provided, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) ; any invalidity or unenforceability relating to or against the Borrower Procor for any reason of any Loan Documentthis Pass Through Trust Agreement or the Procor ETC, or any provision of applicable law or regulation purporting to prohibit the payment by Procor of the Borrower, in principal of or interest on the currency and funds and at the time and place specified herein, of Procor ETC or any other amount payable by it Procor under any Loan Documentthis Pass Through Trust Agreement, or the Procor ETC; or
(g) or any other act or omission to act or delay of any kind by the BorrowerProcor, the Administrative AgentPass Through Trustee, any Lender Certificateholder, or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of Union's obligations hereunder. Union hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or defense bankruptcy of Procor, any right to require a guarantor proceeding first against Procor, protest, notice and all demand whatsoever and covenants that this Guarantee will not be discharged except by the complete performance of the obligations contained in the Procor ETC, this Pass Through Trust Agreement and in this Article XII. Union's obligations hereunder shall remain in full force and effect until this Pass Through Trust Agreement shall have terminated and the principal of and interest on the Procor ETC and all other obligations payable by Procor relating thereto shall have been paid in full. If at any time the distribution of any payment of the principal of or suretyinterest with respect to the Procor ETC or any other amount payable by Procor under this Pass Through Trust Agreement is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Procor or otherwise, Union's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and this Article XII, to the extent theretofore discharged, shall be reinstated in full force and effect. Union irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against Procor with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by Procor in respect thereof until all obligations of Procor under the Procor ETC are satisfied. Union further agrees that, as between Union, on the one hand, and the Certificateholders and the Pass Through Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (ii) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by Union for the purpose of this Article XII.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional Parent under this Article XI are absolute and absolute, and, without unconditional. Without limiting the generality of the foregoing, the obligations of the Parent under this Article XI shall not be impaired, released, discharged or otherwise affected, at any time affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Loan other Credit Document, by operation of law or otherwise;
(bii) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any Loan Credit Document;
(ciii) any release, impairment, non-perfection impairment or invalidity of any direct guarantee or indirect security other liability of any other Credit Party or third party for any obligation of the Borrower under this Agreement or any Loan other Credit Document;
(div) any change in the corporate existence, structure or ownership of the Borrower, Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan DocumentBorrower;
(ev) the existence of any claim, set-off or other rights which the Guarantor Parent may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith with the Revolving Loans and this Agreement or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransaction;
(fvi) any invalidity or unenforceability relating to or against the Borrower for any reason of this Agreement or any Loan other Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Borrower of any amount payable by it under this Agreement or any Loan other Credit Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection 11.2, constitute a legal or equitable discharge or defense of a guarantor or suretythe Parent’s obligations under this Article XI.
Appears in 1 contract
Guarantee Unconditional. The Except as provided in Section 9, ----------------------- the obligations of the Supporting Guarantor hereunder under this Guaranty shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Vencor under any Loan Document, Financing Document by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to any Loan Financing Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Borrower Vencor under any Loan Financing Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerVencor or any of its Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Vencor or any of its Subsidiaries or its assets assets, or any resulting release or discharge of any obligation of the Guarantor Vencor or the Borrower any of its Subsidiaries contained in any Loan Financing Document;
(e) the existence of any claim, set-off or other rights which the Supporting Guarantor or Vencor may have at any time against the Borrower, the Administrative Agentany Bank, any Lender LC Issuing Bank, any Agent or any other Person, whether or nor arising in connection herewith or any unrelated transactionswith this Guaranty, provided that nothing herein shall prevent the assertion of any -------- such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Vencor for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Vencor of any amount payable by it under any Loan Financing Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative AgentVencor, any Lender Bank, any LC Issuing Bank, any Agent or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 4, constitute a legal or equitable discharge or defense of a guarantor or suretythe Supporting Guarantor's obligations under this Guaranty.
Appears in 1 contract
Sources: Credit Agreement (Vencor Inc)
Guarantee Unconditional. The obligations of the Parent Guarantor hereunder and each U.S. Borrower under this Article 11 shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other Obligor under any Loan Document, Financing Document or any Derivatives Agreement by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan DocumentFinancing Document or any Derivatives Agreement;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Borrower any other Obligor under any Loan DocumentFinancing Document or any Derivatives Agreement;
(d) any change in the corporate existence, structure or ownership of the Borrowerany other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other Obligor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower any other Obligor contained in any Loan DocumentFinancing Document or any Derivatives Agreement;
(e) the existence of any claim, set-off or other rights which the Parent Guarantor or a U.S. Borrower may have at any time against the Borrowerany other Obligor, the Administrative any Agent, any Lender or any other Person, whether or not arising in connection herewith with any Financing Document or any unrelated transactionsDerivatives Agreement, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower any other Obligor for any reason of any Loan DocumentFinancing Document or any Derivatives Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the Borrower, in the currency and funds and at the time and place specified herein, principal of or interest on any Loan or any other amount payable by it under any Loan DocumentFinancing Document or any Derivatives Agreement; or
(g) any other act or omission to act or delay of any kind by the Borrowerany other Obligor, the Administrative any Agent, any Lender or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the obligations of the Parent Guarantor or a guarantor or suretyU.S. Borrower under this Article 11.
Appears in 1 contract
Sources: Credit Agreement (Aramark Corp/De)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any and all of the following:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Financing Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Financing Document;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Financing Document;
(div) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Financing Document;
(ev) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Borrower of any amount payable by it under any Loan Financing Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Bridge Loan Agreement (Tyco International LTD /Ber/)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, 51 #85763602v22 whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Appears in 1 contract
Sources: Senior Credit Agreement
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the either Borrower under any Loan Documentthe Agreement, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Documentthe Agreement;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the either Borrower under any Loan Documentthe Agreement;
(div) any change in the corporate existence, structure or ownership of the either Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or its assets or any resulting release or discharge of any obligation of the either Guarantor or the Borrower contained in any Loan Documentthe Agreement;
(ev) the existence of any claim, set-off or other rights which the either Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender a Borrower or any other Personparty, whether in connection herewith or any unrelated transactions, provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the a Borrower for any reason of any Loan Documentunder the Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, such Borrower of any amount payable by it under any Loan Documentthe Agreement; or
(gvii) any other act or omission to act act, or delay of any kind by the a Borrower, the Administrative Agent, any Lender a Bank or any other Person, party or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to either of a guarantor or suretythe Guarantors' obligations hereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoingforegoing and except as expressly set forth herein, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuers under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
; (b) any modification or amendment of or supplement to this Indenture or any Loan Document;
Note; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borroweran Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower an Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower an Issuer contained in this Indenture or any Loan Document;
Note; (ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuers, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
; (fe) any invalidity or unenforceability relating to or against the Borrower an Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by an Issuer of the Borrower, in the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Issuers under any Loan Documentthis Indenture; or
or (gf) any other act or omission to act or delay of any kind by the BorrowerIssuers, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Indenture (Borr Drilling LTD)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off setoff or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in this Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Company for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Indenture (Century Aluminum Co)
Guarantee Unconditional. The obligations of the Guarantor ▇▇▇▇▇▇ Industries, Inc. hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the either Borrower under any Loan Documentthe Agreement, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Documentthe Agreement;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the either Borrower under any Loan Documentthe Agreement;
(div) any change in the corporate existence, structure or ownership of the either Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor any guarantor or the Borrower contained in any Loan Documentthe Agreement;
(ev) the existence of any claim, set-off or other rights which the Guarantor any guarantor may have at any time against the Borrower, the Administrative Agent, any Lender a Borrower or any other Personparty, whether in connection herewith or any unrelated transactions, provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the a Borrower for any reason of any Loan Documentunder the Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, such Borrower of any amount payable by it under any Loan Documentthe Agreement; or
(gvii) any other act or omission to act act, or delay of any kind by the a Borrower, the Administrative Agent, any Lender a Bank or any other Person, party or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any of a guarantor or suretythe undersigned guarantors' obligations hereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be continuing, unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) : any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Borrower under any Loan Documentthis Agreement, by operation of law or otherwise;
(b) ; any modification or amendment of or supplement to this Agreement, including, without limitation, any Loan Document;
(c) increase or decrease in the amounts payable hereunder or thereunder; any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the any Borrower under any Loan Document;
(d) this Agreement; any change in the corporate existence, structure structure, name, powers, business, control or ownership of the any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the any Borrower contained in any Loan Document;
(e) this Agreement; the existence of any claim, set-off or other rights which the Guarantor may have at any time against the any Borrower, the Administrative any Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) ; any invalidity or unenforceability relating to or against the any Borrower for any reason of any Loan Documentthis Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower of the Borrowerprincipal of or interest on any Loan, in the currency and funds and at the time and place specified hereinBankers' Acceptance Obligation, Letter of Credit Liability or any other amount payable by it under any Loan Documentthis Agreement; or
(g) or any other act or omission to act or delay of any kind by the any Borrower, the Administrative Agent, any Lender Agent or Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretydefence to the Guarantor's obligations hereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor hereunder under this Article XVII shall be irrevocable, unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Borrower Company, the Issuer or any other Guarantor under any Loan Documentthis Indenture or the Securities, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Documentthis Indenture or the Securities;
(c) any release, impairment, non-non perfection or invalidity of any direct or indirect security for any obligation of the Borrower Company, the Issuer or any other Guarantor under any Loan Documentthis Indenture or the Securities;
(d) any change in the corporate organizational existence, structure or ownership of the BorrowerCompany, the Parent or any other Guarantor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Borrower Company, the Parent or its any other Guarantor or their assets or any resulting release or discharge of any obligation of the Company, the Parent or any other Guarantor contained in this Indenture or the Borrower contained in any Loan DocumentSecurities;
(e) the existence of any claim, set-set off or other rights which the any Guarantor may have at any time against the Borrower, the Administrative AgentIssuer, any Lender Holder or any other Person, whether in connection herewith or any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Borrower Company, the Parent or any other Guarantor for any reason of any Loan Documentthis Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Issuer or the payment by the Borrower, in Issuer of the currency and funds and at principal of or interest on any Security or by the time and place specified herein, Issuer or any other Guarantor of any other amount payable by it under any Loan Documentthis Indenture or the Securities; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative AgentIssuer, any Lender other Guarantor, any Holder or any other Person, Person or any other circumstance whatsoever 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 Holder of any Security pursuant thereto or defense to this Guarantee or the Trustee on behalf of a guarantor each Holder may be transferred or suretyassigned 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 Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Execution Version (Eaton Corp PLC)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Financing Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Financing Document;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Financing Document;
(div) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Financing Document;
(ev) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Borrower of any amount payable by it under any Loan Financing Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Parent Guarantee Agreement (Tyco International LTD)
Guarantee Unconditional. The obligations of the Guarantor Parent hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Issuer under the Borrower under Supplemented Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Supplemented Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in the Supplemented Indenture or any Loan DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor Issuer may have at any time against the BorrowerParent, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with the Supplemented Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of the Supplemented Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by Issuer of the Borrower, in the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it Issuer under any Loan Documentthe Supplemented Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto Parent’s obligations hereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor hereunder under this Article 2 shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan DocumentDocument (other than as specified in an amendment or waiver of this Subsidiary Guaranty effected in accordance with Section 2.03);
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third-party, for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactions, with the Loan Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or regulation of any jurisdiction purporting to prohibit the payment by the Borrower, in Borrower of the currency and funds and at the time and place specified herein, principal of or interest on any Loan or any other amount payable by it the Borrower under any Loan Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or suretythe obligations of the Guarantor under this Article 2.
Appears in 1 contract
Sources: Multi Year Senior Unsecured Credit Agreement (TYCO INTERNATIONAL PLC)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Financing Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Financing Document;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Financing Document;
(div) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Financing Document;
(ev) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Borrower of any amount payable by it under any Loan Financing Document; or
(gvii) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender Bank or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Parent Guarantee Agreement (Tyco International LTD /Ber/)
Guarantee Unconditional. The obligations of the Guarantor ▇▇▇▇▇▇ Industries, LLC hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the either Borrower under any Loan Documentthe Agreement, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to any Loan Documentthe Agreement;
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the either Borrower under any Loan Documentthe Agreement;
(div) any change in the corporate existence, structure or ownership of the either Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or its assets or any resulting release or discharge of any obligation of the Guarantor any guarantor or the Borrower contained in any Loan Documentthe Agreement;
(ev) the existence of any claim, set-off or other rights which the Guarantor any guarantor may have at any time against the Borrower, the Administrative Agent, any Lender a Borrower or any other Personparty, whether in connection herewith or any unrelated transactions, provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the a Borrower for any reason of any Loan Documentunder the Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, such Borrower of any amount payable by it under any Loan Documentthe Agreement; or
(gvii) any other act or omission to act act, or delay of any kind by the a Borrower, the Administrative Agent, any Lender a Bank or any other Person, party or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any of a guarantor or suretythe undersigned guarantors' obligations hereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under any Loan Documentthe Indenture or the Notes, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Documentthe Indenture or the Notes;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor Issuer contained in the Indenture or the Borrower contained in any Loan DocumentNotes;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with the Indenture or any an unrelated transactionstransaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity invalidity, irregularity or unenforceability relating to or against the Borrower Issuer for any reason of any Loan Documentthe Indenture or the Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at Principal of or interest on the time and place specified herein, of Notes or any other amount payable by it the Issuer under any Loan Documentthe Indenture; or
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto the Guarantor’s obligations hereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected, at any time affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Company under the Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to the Base Indenture or the Second Supplemental Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d3) any change in the corporate existence, structure or ownership of the BorrowerCompany, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Company or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Company contained in the Indenture or any Loan DocumentNote;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any invalidity or unenforceability relating to or against the Borrower Company for any reason of the Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Company of the currency and funds and at the time and place specified herein, principal of or interest on any Note or any other amount payable by it the Company under any Loan Documentthe Indenture; or
(g6) any other act or omission to act or delay of any kind by the BorrowerCompany, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor Company hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture (other than this Article X) or any Loan DocumentSecurity;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentSecurity;
(ed) the existence of any claim, set-off or other rights which the Guarantor Company may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, ; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in Issuer of the currency and funds and at the time and place specified herein, principal of or interest on any Security or any other amount payable by it the Issuer under any Loan Document; orthis Indenture;
(gf) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company's obligations hereunder; or
(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of a guarantor or suretyexonerate guarantors or sureties, or which may conflict with the terms of this Indenture.
Appears in 1 contract
Sources: Indenture
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Borrowers or any other Person under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Borrowers or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrowerany Borrower or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the such Borrower or its any other Person or any of their assets or any resulting release or discharge of any obligation of the Guarantor such Borrower or the Borrower contained in any other Person under any Loan Document;
(e) the existence of any claim, set-off or other rights which right that the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender Borrower or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the any Borrower or any other Person for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable Obligation by it under such Borrower or any Loan Documentother Person; or
(g) any other act or omission to act or delay of any kind by the any Borrower, the Administrative Agent, any Lender other party to any Loan Document or any other Person, or any other circumstance whatsoever which that might, but for the provisions of this paragraphclause (g), constitute a legal or equitable discharge of or defense to any obligation of a guarantor or suretythe Guarantor hereunder.
Appears in 1 contract
Sources: Senior Bridge Term Loan Credit Agreement (PPL Corp)
Guarantee Unconditional. The obligations of the Guarantor hereunder under this Section 8 shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other Obligor under any Loan Document, by operation of law or otherwise;
; (b) any modification or amendment of or supplement to any Loan Document;
; (c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Borrower any other Obligor under any Loan Document;
; (d) any change in the corporate existence, structure or ownership of the Borrowerany other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower any other Obligor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower any other Obligor contained in any Loan Document;
; (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender other Obligor or any other Person, whether or not arising in connection herewith or with any unrelated transactionsLoan Document, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (f) any invalidity or unenforceability relating to or against the Borrower any other Obligor for any reason of any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the Borrower, in principal of or interest on the currency and funds and at the time and place specified herein, of Note or any other amount payable by it under any Loan Document; or
or (g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agentany other Obligor, any Lender or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or suretythe obligations of the Guarantor under this Section 8.
Appears in 1 contract
Guarantee Unconditional. The Except as provided in ----------------------- Section 9, the obligations of the Supporting Guarantor hereunder under this Guaranty shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Vencor under any Loan Document, Financing Document by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to any Loan Financing Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Borrower Vencor under any Loan Financing Document;
(d) any change in the corporate existence, structure or ownership of the BorrowerVencor or any of its Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Vencor or any of its Subsidiaries or its assets assets, or any resulting release or discharge of any obligation of the Guarantor Vencor or the Borrower any of its Subsidiaries contained in any Loan Financing Document;
(e) the existence of any claim, set-off or other rights which the Supporting Guarantor or Vencor may have at any time against the Borrower, the Administrative Agentany Bank, any Lender LC Issuing Bank, any Agent or any other Person, whether or not arising in connection herewith or any unrelated transactionswith this Guaranty, provided that nothing -------- herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Vencor for any reason of any Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Vencor of any amount payable by it under any Loan Financing Document; or
(g) any other act or omission to act or delay of any kind by the Borrower, the Administrative AgentVencor, any Lender Bank, any LC Issuing Bank, any Agent or any other Person, Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphSection 4, constitute a legal or equitable discharge or defense of a guarantor or suretythe Supporting Guarantor's obligations under this Guaranty.
Appears in 1 contract
Sources: Credit Agreement (Vencor Inc)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be under this Guarantee are continuing, unconditional and absolute, and, and without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affectedaffected by (and the Guarantor hereby consents to or waives, at any time by:
as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Borrower under any Loan DocumentObligation, by operation of law security, Person or otherwise;
; (b) any modification or amendment of or supplement to the Obligations, including any Loan Document;
increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the BorrowerDebtor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Debtor or any other Person or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
assets; (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative AgentDebtor, any Lender of the Lenders or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (f) any invalidity invalidity, illegality or unenforceability relating to or against the Borrower for any reason of any Loan Document, Debtor or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerDebtor of the principal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Administrative Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defence arising by reason of any failure of the Administrative Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice (including notice of acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations); (j) any defence arising by reason of any failure of the Administrative Agent or any Lender to proceed against the Debtor or any other Person, to proceed against, apply or exhaust any security held from the Debtor or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person for this Guarantee or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority, or other defence of the Debtor or any other Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of the Debtor or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, any Lender or any other Person which directly or indirectly results in the discharge or release of the Debtor or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Administrative Agent or any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Debtor or any other Person, or by reason of any interest of the Administrative Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent or any Lender of any right to recourse or collateral; (n) any defence arising by reason of the failure of the Administrative Agent or any Lender to ▇▇▇▇▇▇▇▇ any assets; (o) any defence based upon any failure of the Administrative Agent or any Lender to give to the Debtor or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Administrative Agent or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with the Debtor or other Person or any security, whether negligently or not, or any failure to do so; (q) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Debtor or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in the currency and funds and at the time and place specified herein, or as a result of any amount payable by it under any Loan Documentsuch proceeding; or
or (gr) any other act or omission to act or delay of any kind by the BorrowerDebtor, the Administrative Agent, Agent or any Lender or any other Person, Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge discharge, limitation or defense reduction of a the Guarantor’s obligations hereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Administrative Agent or any Lender is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Debtor for reimbursement, the Guarantor’s right to recover contribution from any other guarantor or suretyany other right or remedy.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be under this Guarantee are continuing, unconditional and absolute, and, and without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affectedaffected by (and the Guarantor hereby consents to or waives, at any time by:
as applicable, to the fullest extent permitted by applicable law): (a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of the Borrower under any Loan DocumentObligation, by operation of law security, Person or otherwise;
; (b) any modification or amendment of or supplement to the Obligations, including any Loan Document;
increase or decrease in the principal, the rates of interest or other amounts payable thereunder; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the BorrowerDebtor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Debtor or any other Person or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower contained in any Loan Document;
assets; (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative AgentDebtor, any Lender of the Lenders or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (f) any invalidity invalidity, illegality or unenforceability relating to or against the Borrower for any reason of any Loan Document, Debtor or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerDebtor of the principal or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Administrative Agent or any Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defence arising by reason of any failure of the Administrative Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice (including notice of acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations); (j) any defence arising by reason of any failure of the Administrative Agent or any Lender to proceed against the Debtor or any other Person, to proceed against, apply or exhaust any security held from the Debtor or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person for this Guarantee or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defence arising by reason of any incapacity, lack of authority, or other defence of the Debtor or any other Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of the Debtor or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, any Lender or any other Person which directly or indirectly results in the discharge or release of the Debtor or any other Person or all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise; (m) any defence arising by reason of any failure by the Administrative Agent or any Lender to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Debtor or any other Person, or by reason of any interest of the Administrative Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent or any Lender of any right to recourse or collateral; (n) any defence arising by reason of the failure of the Administrative Agent or any Lender to m▇▇▇▇▇▇▇ any assets; (o) any defence based upon any failure of the Administrative Agent or any Lender to give to the Debtor or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Administrative Agent or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with the Debtor or other Person or any security, whether negligently or not, or any failure to do so; (q) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Debtor or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in the currency and funds and at the time and place specified herein, or as a result of any amount payable by it under any Loan Documentsuch proceeding; or
or (gr) any other act or omission to act or delay of any kind by the BorrowerDebtor, the Administrative Agent, Agent or any Lender or any other Person, Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge discharge, limitation or defense reduction of a the Guarantor’s obligations hereunder (other than the payment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Administrative Agent or any Lender is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Debtor for reimbursement, the Guarantor’s right to recover contribution from any other guarantor or suretyany other right or remedy.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor hereunder shall be are unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected, at any time affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Indenture or any Loan DocumentNote, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Indenture or any Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;
(d3) any change in the corporate existence, structure or ownership of the BorrowerIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Issuer or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Issuer contained in this Indenture or any Loan DocumentNote;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any invalidity or unenforceability relating to or against the Borrower Issuer for any reason of this Indenture or any Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the BorrowerIssuer of the principal of, in the currency and funds and at the time and place specified hereinpremium, of if any, or interest on any Note or any other amount payable by it the Issuer under any Loan Documentthis Indenture; or
(g6) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Administrative Agent, any Lender Trustee or any other Person, Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense of a guarantor or suretyto such Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Indenture (DineEquity, Inc)
Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute, absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Obligor under any Loan Documentthe Agreement, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Agreement (it being agreed, however, that without the consent of the Guarantor, (i) the principal amount of indebtedness borrowed under the Agreement shall not exceed the amount of the Total Accrued Loan Amount (as defined in the Agreement, but calculated as if the Advance were equal to the Advance made to the Obligor on the Closing Date (as defined in the Agreement)) and (ii) Lender may not assign its rights and obligations under the Agreement (including all or any Loan Documentportion of the Advance) to any assignees to the extent that the consent of the Obligor is required therefor under Section 8.08 of the Agreement unless the Guarantor has also given its prior written consent to such assignment (such consent not to be unreasonably withheld);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower Obligor under any Loan Documentthe Agreement;
(d) any change in the corporate existence, structure or ownership of the BorrowerObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower Obligor or its assets or any resulting release or discharge of any obligation of the Guarantor or the Borrower Obligor contained in any Loan Documentthe Agreement;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the BorrowerObligor, the Administrative Agent, any Lender or any other Personentity, whether in connection herewith or with any unrelated transactions, ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Borrower Obligor for any reason of any Loan Document, the Agreement or any provision of applicable law or regulation Law purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, Obligor of any amount payable by it under any Loan DocumentObligations; or
(g) any other act or omission to act or delay of any kind by the BorrowerObligor, the Administrative Agent, any Lender or any other Person, person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense (other than defense of a guarantor or suretypayment) to the Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Guarantee Agreement (Enfield Holdings Advisors, Inc.)