Guarantee Unconditional. The obligations of the Guarantor under this Article II shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor under any Financing Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03); (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor or its assets or any resulting release or discharge of any obligation of any other Obligor contained in any Financing Document; (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Agent, any Bank or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor under any Financing Document; or (g) any other act or omission to act or delay of any kind by any other Obligor, the Agent, any Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of the Guarantor under this Article II.
Appears in 1 contract
Guarantee Unconditional. The obligations of the New Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in this Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which the any Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documentsthis 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 any other Obligor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor the Company under any Financing Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the any Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Indenture (Natura &Co Holding S.A.)
Guarantee Unconditional. The obligations of the each Guarantor as a guarantor under this Article II Section 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or of any other Obligor Guarantor under this Agreement or any Financing Document, other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Loan Document;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Company, any other Obligor Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Company or of any other Obligor Guarantor contained in any Financing Loan Document;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Agent, any Bank or any other Person, whether or not arising in connection with herewith;
(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Financing Documents; provided that nothing herein shall prevent the assertion of Company, any such claim by separate suit other Guarantor or compulsory counterclaimany other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Company, regardless of what obligations of the Company remain unpaid;
(g) any invalidity or unenforceability relating to or against the Company or any other Obligor Guarantor for any reason of this Agreement or of any Financing Document, other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any other Obligor Guarantor of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor it under any Financing Documentthe Loan Documents; or
(gh) any other act or omission to act or delay of any kind by any other Obligor, the Agent, any Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of the Guarantor under this Article IISection 9.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in this Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documentsthis 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 any other Obligor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest Special Interest, if any, on any Promissory Note or any other amount payable by any other Obligor the Company under any Financing Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that 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 obligations avoidance of doubt, the Guarantor under Guarantees with respect to a Note are not exchangeable and shall automatically terminate when such Note is exchanged in accordance with this Article IIIndenture.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d3) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in this Indenture or any Financing DocumentNote;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor the Company under any Financing Documentthis Indenture; or
(g6) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor's obligations hereunder. Each Subsidiary Guarantor, by its execution hereof, acknowledges and agrees that it receives substantial benefits from the obligations of the Company and that such Subsidiary Guarantor under this Article IIis providing its Note Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services.
Appears in 1 contract
Sources: Indenture (Playboy Enterprises Inc)
Guarantee Unconditional. The obligations of the Guarantor under this Article II shall be Parent hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Supplemented Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Supplemented Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in the Supplemented Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor Parent may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor the Company for any reason of the Supplemented Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor the Company under any Financing Documentthe Supplemented Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to Parent’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Second Supplemental Indenture (Caesars Entertainment, Inc.)
Guarantee Unconditional. The obligations of the Guarantor under this Article II Section 8 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor under any Financing Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Loan Document;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty guarantee or other liability of any third party, for any obligation of any other Obligor under any Financing Loan Document;
(d) any change in the corporate existence, structure or ownership of any other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor or its assets or any resulting release or discharge of any obligation of any other Obligor contained in any Financing Loan Document;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Agent, any Bank Obligor or any other Person, whether or not arising in connection with the Financing Documents; any 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 any other Obligor for any reason of any Financing Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the principal of or interest on any Promissory the Note or any other amount payable by any other Obligor it under any Financing Loan Document; or
(g) any other act or omission to act or delay of any kind by any other Obligor, the Agent, any Bank Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of the Guarantor under this Article IISection 8.
Appears in 1 contract
Sources: Loan, Security, and Guaranty Agreement (Precision Partners Inc)
Guarantee Unconditional. The obligations of the any Subsidiary Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in this Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off set‑off or other rights which the Subsidiary Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documentsthis 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 any other Obligor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or any interest on any Promissory Note or any other amount payable by any other Obligor the Company under any Financing Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Subsidiary Guarantors’ obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Indenture (Adecoagro S.A.)
Guarantee Unconditional. The obligations of the Guarantor under this Article II hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver settlement of or release in respect of any obligation of any other Obligor under any Financing Document, by operation of law or otherwisesupplement to the Agreement;
(b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)the Agreement;
(c) any modificationrelease, amendment, waiver, releaseimpairment, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, security for any obligation of any other the Obligor under any Financing Documentthe Agreement;
(d) any change in the corporate existence, structure or ownership of any other the Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other the Obligor or its assets or any resulting release or discharge of any obligation of any other the Obligor contained in any Financing Documentthe Agreement;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other the Obligor, the Agent, any Bank Beneficiary or any other Personentity, whether or not arising in connection herewith or with the Financing Documents; any unrelated transaction, 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 any other the Obligor for any reason of any Financing Document, the Agreement or any provision of applicable law or regulation purporting to prohibit the payment by any other the Obligor of the principal of principal, premium or interest on any Promissory Note loan made pursuant to, or any other amount payable by any other Obligor under any Financing Documentpursuant to the Agreement; or
(g) any other act or omission to act or delay of any kind by any other the Obligor, the Agent, any Bank Beneficiary or any other Person person or any other circumstance whatsoever that whatever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Loan Agreement (Interoil Corp)
Guarantee Unconditional. The obligations of the Guarantor under this Article II Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document (other than Note; provided that any such modification which increases the obligations of each Subsidiary Guarantor hereunder shall not be effective as specified in an amendment or waiver of this to such Subsidiary Guarantee effected in accordance with Section 4.03)Guarantor without its consent;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in this Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor Subsidiary Guarantors may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; this Indenture or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against any other Obligor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest and Liquidated Damages on any Promissory Note or any other amount payable by any other Obligor the Company under any Financing Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Subsidiary Guarantor's obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Guarantee Unconditional. (a) The obligations of the Guarantor under this Article II shall be each Guaranteeing Subsidiary hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of any other Obligor the Issuers under any Financing 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 Financing Document (other than as specified in an amendment to, the Indenture or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)the Notes;
(c3) any modification, amendment, waiver, release, non-perfection the occurrence or invalidity notice of any direct default or indirect security, event of default under the Indenture or of any guaranty or other liability of any third party, for any obligation of under any other Obligor under any Financing Documentagreement;
(d4) any change in the corporate existence, structure or ownership of any other Obligoran Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor an Issuer or its their assets or any resulting release or discharge of any obligation of any other Obligor an Issuer contained in any Financing Documentunder the Indenture or under the Notes;
(e5) the existence of any claim, set-off setoff or other rights which the Guarantor such Guaranteeing Subsidiary may have at any time against any other Obligoran Issuer, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor an Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor an Issuer of the principal of or interest on any Promissory Note the Notes or any other amount payable by any other Obligor an Issuer under any Financing Documentthe Indenture; or
(g7) any other act or omission to act or delay of any kind by any other Obligoran Issuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guaranteeing Subsidiary’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Supplemental Indenture (Foresight Energy Partners LP)
Guarantee Unconditional. (a) The obligations of the Guarantor under this Article II shall be Guaranteeing Subsidiary hereunder are direct, unsubordinated, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, failure to enforce, waiver or release in respect of any obligation of any other Obligor the Issuers under any Financing 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 Financing Document (other than as specified in an amendment to, the Indenture or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)the Notes;
(c3) any modification, amendment, waiver, release, non-perfection the occurrence or invalidity notice of any direct default or indirect security, event of default under the Indenture or of any guaranty or other liability of any third party, for any obligation of under any other Obligor under any Financing Document;agreement,
(d4) any change in the corporate existence, structure or ownership of any other Obligoran Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor an Issuer or its their assets or any resulting release or discharge of any obligation of any other Obligor an Issuer contained in any Financing Documentunder the Indenture or under the Notes;
(e5) the existence of any claim, set-off or other rights which the Guarantor Guaranteeing Subsidiary may have at any time against any other Obligoran Issuer, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor an Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor an Issuer of the principal of or interest on any Promissory Note the Notes or any other amount payable by any other Obligor an Issuer under any Financing Documentthe Indenture; or
(g7) any other act or omission to act or delay of any kind by any other Obligoran Issuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guaranteeing Subsidiary’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor under this Article II shall be Guarantee are continuing, unconditional and absolute andabsolute, and without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by:by (and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable Law):
(ai) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of any other Obligor under any Financing Documentthe Guaranteed Obligations, by operation of law security, Person or otherwise;
(bii) any modification or amendment of the Guaranteed Obligations, including any increase or supplement to decrease in any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)amount thereof;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(diii) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Buyer or any other ObligorPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or any other Obligor Person or its assets or any resulting release or discharge of any obligation of any other Obligor contained in any Financing Documentassets;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Agent, any Bank or any other Person, whether or not arising in connection with the Financing Documents; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fiv) any invalidity invalidity, illegality or unenforceability relating to or against any other Obligor for any reason of any Financing Document, the Buyer or any provision of applicable law or regulation Law purporting to prohibit the payment or performance by the Buyer of the Guaranteed Obligations;
(v) any defense arising by reason of any failure of any Seller to make any presentment, demand for performance, notice of non-performance, protest, and any other Obligor notice (including notice of acceptance of this guarantee, partial payment or non-payment of all or any part of the Guaranteed Obligations and the existence, creation, or incurring of new or additional Guaranteed Obligations);
(vi) any defense arising by reason of any failure of any Seller to proceed against Buyer or any other Person, to proceed against, apply or exhaust any security held from Buyer or any other Person for the Guaranteed 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 Sellers whatsoever;
(vii) 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;
(viii) any defense arising by reason of any incapacity, lack of authority, or interest on any Promissory Note other defense of Buyer or any other amount payable by any other Obligor under any Financing DocumentPerson; or
(gix) any other act defense based upon or omission to act or delay arising out of any kind bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by any other Obligor, the Agent, any Bank or against Buyer or any other Person Person, including any discharge of, or bar against collecting, any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations Guaranteed Obligations, in or as a result of the Guarantor under this Article IIany such proceeding.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Performance Guarantor under this Article II shall be 8 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged discharged, diminished, limited, impaired or otherwise affected by:by (and the Performance Guarantor hereby waives, to the fullest extent permitted by applicable law):
(a) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of any other Obligor under any Financing DocumentObligation, by operation of law security, person or otherwise;
(b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected the Obligations made in accordance with Section 4.03)the Transaction Documents or otherwise, including, without limitation, any increase or decrease in any amount payable under this Agreement;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct direct, indirect or indirect security, or of any guaranty or other liability of any third party, collateral security for any obligation of any other Obligor under any Financing DocumentObligation;
(d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business or ownership control of the Seller or PHH VMS or any other Obligorperson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Seller or PHH VMS or any other Obligor or its assets person, or any resulting release or discharge of any obligation of any other Obligor contained in any Financing Documenttheir assets;
(e) the existence of any claim, set-off or other rights which the Performance Guarantor may have at any time against any other Obligorthe Seller or PHH VMS, the AgentTrust, any Bank or any other Personperson, whether or not arising in connection with the Financing Documents; provided that nothing herein shall prevent the assertion of herewith or any such claim by separate suit or compulsory counterclaimunrelated transactions;
(f) any invalidity invalidity, illegality or unenforceability relating to or against any other Obligor for any reason of any Financing Document, the Seller or PHH VMS or any provision of applicable law or regulation purporting to prohibit the payment or performance by the Seller or PHH VMS of any Obligation including, the payment of any principal or interest;
(g) any limitation, postponement, prohibition, subordination or other restriction on the right of the Trust to payment and performance of the Obligations;
(h) any release, substitution or addition of any co-signer, endorser or other guarantor, including, without limitation, the Seller or PHH VMS, of any of the Obligations;
(i) any defence arising by reason of any failure by the Trust to make any presentment, demand for performance, notice of non-performance, protest or any other Obligor notice, including notice of any of the following: acceptance of this Agreement, partial payment or non-payment, a partial performance or non-performance 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 by the Trust to proceed against the Seller or PHH VMS or any other person, to proceed against, apply or exhaust any security held, or granted by or from the Seller or PHH VMS or any other person, for any of the Obligations, to proceed against, apply or exhaust any security held from the Performance Guarantor or any other person for this Agreement or to pursue any other remedy in the power of the Trust 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 interest on any Promissory Note other defence of the Seller or PHH VMS or any other amount payable person, or by reason of any limitation, postponement, prohibition on the Trust’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 Seller or PHH VMS or any other Obligor under person, with respect to all or any Financing Documentpart of the Obligations, or by reason of any act or omission of the Trust or others which directly or indirectly results in the discharge or release of the Seller or PHH VMS or any other person, of 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 Trust to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Seller or PHH VMS or any other person, or by reason of any interest of the Trust in any property, whether as owner, lessee or bailee thereof or as 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 Trust of any right to recourse or collateral;
(n) any defence arising by reason of the failure by the Trust to marshal any assets;
(o) any defence based upon any failure by the Trust to give to the Seller or PHH VMS or the Performance 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 Trust to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including, without limitation, any failure by the Trust to dispose of any such property in a commercially reasonable manner;
(p) any dealing whatsoever with the Seller or PHH VMS or any other person, or any security, whether negligently or improvidently 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 Seller or PHH VMS or any other person, or any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; or
(gr) any other act or omission to act or delay of any kind by any other Obligorthe Seller or PHH VMS, the Agent, any Bank Trust or any other Person person, or any other circumstance whatsoever that whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphSection 8.4, constitute a legal or equitable discharge discharge, limitation or reduction of the Performance Guarantor’s obligations hereunder (other than the payment and extinguishment in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers by the Performance Guarantor under this Article IIwill be effective) even if the effect of any action (or failure to take action) by the Trust is to destroy or diminish the Performance Guarantor’s subrogation rights, the Performance Guarantor’s right to proceed against the Seller or PHH VMS for reimbursement, the Performance Guarantor’s right to recover contribution from any other guarantor or any other right or remedy which may be available to the Performance Guarantor.
Appears in 1 contract
Sources: Trust Purchase Agreement (PHH Corp)
Guarantee Unconditional. (i) The obligations of the Guarantor each Credit Party under this Article II shall be X are continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by:
by (and each Credit Party hereby consents to or waives, 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 any other Obligor under any Financing DocumentObligation, by operation of law security, Person or otherwise;
; (b) any modification or amendment of or supplement to the Obligations, including any Financing Document (increase or decrease in the principal, the rates of interest or other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03);
amounts payable thereunder; (c) any modification, amendment, waiver, release, non-non perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, security for any obligation of any other Obligor under any Financing Document;
Obligation; (d) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of any Borrower or any other ObligorPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any other Obligor person or its assets or any resulting release or discharge of any obligation of any other Obligor contained in any Financing Document;
assets; (e) the existence of any claim, set-off setoff or other rights which the Guarantor any Credit Party may have at any time against any other ObligorBorrower, the Administrative Agent, the Collateral Agent, the Funding Agent, any Bank Lender, or any other Person, whether or not arising in connection with the Financing Documentsherewith 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 any other Obligor for any reason of any Financing Document, Borrower or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor Borrower of the principal of or interest under the Obligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Promissory Note Lender to payment of the Obligations; (h) any release, substitution or addition of any cosigner, endorser or other guarantor of the Obligations; (i) any defense arising by reason of any failure of the Administrative Agent, the Collateral Agent, the Funding 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 Article X, 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 defense arising by reason of any failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to proceed against any Borrower or any other amount payable by Person, to proceed against, apply or exhaust any security held from any Borrower or any other Obligor under Person for the Obligations, to proceed against, apply or exhaust any Financing Documentsecurity held from any Credit Party or any other Person for this Article X or to pursue any other remedy in the power of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender whatsoever; or
(gk) 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 defense arising by reason of any incapacity, lack of authority, or other defense of any Borrower or any other Person, or by reason of any limitation, postponement, prohibition on the Administrative Agent’s, the Collateral Agent’s, the Funding Agent’s, ’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 Administrative Agent, the Collateral Agent, the Funding 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 defense arising by reason of any failure by the Administrative Agent, the Collateral Agent, the Funding 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 Administrative Agent, the Collateral Agent, the Funding 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, the Collateral Agent, the Funding Agent, or any Lender of any right to recourse or collateral; (n) any defense arising by reason of the failure of the Administrative Agent, the Collateral Agent, the Funding Agent, or any Lender to ▇▇▇▇▇▇▇▇ any assets; (o) any defense based upon any failure of the Administrative Agent, the Collateral Agent, the Funding 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 Administrative Agent, the Collateral Agent, the Funding 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, the Collateral Agent, the Funding 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 defense 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 or as a result of any such proceeding; or (r) any other act or omission to act or delay of any kind by any other ObligorBorrower, the Administrative Agent, the Collateral Agent, the Funding Agent, any Bank Lender, or any other Person or any other circumstance whatsoever that whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this paragraphArticle X, constitute a legal or equitable discharge discharge, limitation or reduction of 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 Administrative Agent, the Collateral Agent, the Funding 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 any other right or remedy.
(ii) At such time (if any) when the Australian Obligors are fully released from its obligations and liabilities as guarantors and grantors of Liens pursuant to the terms and conditions of the Guarantor First Lien Facilities, the Administrative Agent and the Collateral Agent shall, promptly upon the written request of the Borrowers and at their sole expense, release the Australian Obligors from its obligations and liabilities as Guarantors hereunder and as “Guarantors” and “Grantors” under this Article II(and as defined in) the Security Agreement and the other Collateral Documents to which the Australian Obligors are a party, and the Administrative Agent and the Collateral Agent shall execute and deliver to the Borrowers all such other releases or documents reasonable necessary or desirable for the release of such obligations, liabilities and Liens.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Thermadyne Holdings Corp /De)
Guarantee Unconditional. The obligations of the Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, or otherwise affected or impaired by:
: (a) any extension, renewal, settlement, compromise, waiver waiver, release, or release moratorium in respect of any obligation of the Company under this Indenture or any other Obligor under any Financing DocumentSecurity, in whole or in part, by operation of law or otherwise;
; (b) any waiver, modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03);
Security; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, receivership, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in this Indenture or any Financing Document;
Security; (ed) the existence of any claim, set-off counterclaim, set off, recoupment or other rights or defenses which the Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor the Company for any reason of this Indenture or any Financing DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest on any Promissory Note Security; or any other amount payable by any other Obligor under any Financing Document; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder (other than the indefeasible payment in full of the Guarantor under this Article IIall of Guarantor’s obligations hereunder).
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor under this Article II Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor the Company under any Financing Documentthe Indenture or the Securities, by operation of law or otherwise;
(b) any modification or amendment of of, or supplement to any Financing Document to, the Indenture or the Securities (other than as specified in an a modification, amendment or waiver of this Subsidiary Guarantee supplement effected in accordance with Section 4.03the terms of the Indenture which expressly releases, discharges or otherwise affects the Guarantee);
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in any Financing Documentthe Indenture or the Securities;
(ed) the existence of any claim, set-off or other rights which right that the Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; Indenture or an unrelated transaction, 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 any other Obligor the Company for any reason of any Financing Documentof, the Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest on any Promissory Note the Securities or any other amount payable by any other Obligor the Company under any Financing Documentthe Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 1.02, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of hereunder (other than an act contemplated by the Guarantor under this Article IIparenthetical in Section 1.02(b) above).
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Freeport McMoran Copper & Gold Inc)
Guarantee Unconditional. The guarantee made by the Guarantor pursuant to this Article III is a guarantee of payment and performance and not of collection. The obligations of the Guarantor under this Article II hereunder shall be continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
: (a) any extensioninvalidity, renewalillegality or unenforceability against the Investor of this Agreement due to the lack of power or authority of the Investor to enter into or perform this Agreement or as a result of the bankruptcy, settlementinsolvency, compromisedissolution, waiver liquidation or release in respect of any obligation of any other Obligor under any Financing Document, by operation of law reorganization or otherwise;
similar event affecting the Investor; (b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03);
(c) any modification, amendment, waiverrestatement, releasewaiver by the Investor or rescission of, or any consent to the departure by the Investor from, any of the terms of this Agreement; (c) any exercise or non-perfection or invalidity exercise by the Company of any direct right or indirect securityprivilege under this Agreement and any notice of such exercise or non-exercise; (d) any extension, renewal or waiver by the Investor of any of its obligations or liabilities under this Agreement, by operation of Law or otherwise, or any assignment of any guaranty such obligations or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
liabilities by the Company; (de) any change in the corporate existence, structure or ownership of any other Obligor, or the Investor; (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Investor or its assets or any resulting release or discharge of the Investor’s obligations or liabilities under this Agreement; (g) any obligation of requirement that the Company exhaust any right or remedy or take any action against the Investor or any other Obligor contained in any Financing Document;
Person before seeking to enforce the obligations of the Guarantor under this Article III; (eh) the existence of any claimdefense, set-off or other rights which that the Guarantor may have at any time against any other Obligor, the Agent, any Bank Company or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor for any reason of any Financing Document, herewith or any provision of applicable law unrelated transactions; or regulation purporting to prohibit the payment by any other Obligor of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor under any Financing Document; or
(gi) any other act or omission suretyship defenses available to act or delay of any kind by any other Obligor, the Agent, any Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of the Guarantor under this Article IIguarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each ----------------------- Guarantor under this Article II X shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or any of the other Guarantors under this Agreement, the Notes or any other Obligor under any Financing Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement, the Notes or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Loan Document;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of the Company or any other Obligor Guarantor under this Agreement, the Notes or any Financing other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Company or any other ObligorGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or any other Obligor Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of contained in this Agreement, the Notes or any other Obligor contained in any Financing Loan Document;
(e) the existence of any claim, set-set off or other rights right which the any Guarantor may have at any time against the Company, any other ObligorGuarantor, any Bank, the Agent, any Bank Agent or any other Personperson or entity, whether or not arising in connection with this Agreement, the Financing Documents; provided that nothing herein shall prevent the assertion of Notes or any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any invalidity or unenforceability relating to or against the Company or any other Obligor Guarantor for any reason of the whole or any Financing provision of this Agreement, the Notes or other Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Company or such Guarantor of any other Obligor of the principal of or interest on any Promissory Note Obligation, or any other amount payable by it under this Agreement, the Notes or any other Obligor under any Financing Loan Document; or;
(g) any other act or omission to act or delay of any kind by the Company, any other ObligorGuarantor, any Bank, the Agent, any Bank either Collateral Agent or any other Person person or entity, or any other circumstance whatsoever whatsoever, that might, but for the provisions of this paragraph, might constitute a legal or equitable discharge of the obligations of the any Guarantor under this Article IIX; or
(h) any future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Loan Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Law Companies Group Inc)
Guarantee Unconditional. The obligations of the Guarantor under this Article II shall be Guarantee are continuing, unconditional and absolute andabsolute, and without limiting the generality of the foregoing, shall will not be released, discharged discharged, diminished, limited or otherwise affected by:by (and the Guarantor hereby consents to or waives, as applicable, to the fullest extent permitted by applicable Law):
(ai) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver waiver, subordination or release in respect of any obligation of any other Obligor under any Financing Documentthe Guaranteed Obligations, by operation of law security, Person or otherwise;
(bii) any modification or amendment of the Guaranteed Obligations, including any increase or supplement to decrease in any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)amount thereof;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(diii) any change in the corporate existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Buyer or any other ObligorPerson, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer or any other Obligor Person or its assets or any resulting release or discharge of any obligation of any other Obligor contained in any Financing Documentassets;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Agent, any Bank or any other Person, whether or not arising in connection with the Financing Documents; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fiv) any invalidity invalidity, illegality or unenforceability relating to or against any other Obligor for any reason of any Financing Document, the Buyer or any provision of applicable law or regulation Law purporting to prohibit the payment or performance by the Buyer of the Guaranteed Obligations;
(v) any defense arising by reason of any failure of the Seller to make any presentment, demand for performance, notice of non-performance, protest, and any other Obligor notice (including notice of acceptance of this guarantee, partial payment or non-payment of all or any part of the Guaranteed Obligations and the existence, creation, or incurring of new or additional Guaranteed Obligations);
(vi) any defense arising by reason of any failure of the Seller to proceed against Buyer or any other Person, to proceed against, apply or exhaust any security held from Buyer or any other Person for the Guaranteed 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 Seller whatsoever;
(vii) 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;
(viii) any defense arising by reason of any incapacity, lack of authority, or interest on any Promissory Note other defense of Buyer or any other amount payable by any other Obligor under any Financing DocumentPerson; or
(gix) any other act defense based upon or omission to act or delay arising out of any kind bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by any other Obligor, the Agent, any Bank or against Buyer or any other Person Person, including any discharge of, or bar against collecting, any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations Guaranteed Obligations, in or as a result of the Guarantor under this Article IIany such proceeding.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor as a guarantor under this Article II Section 11 shall constitute a guaranty of payment and not collection and shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or of any other Obligor Guarantor under this Agreement, any Financing other Credit Document, any Bank Product Agreement, Hedge Agreement or by operation of law or otherwise;
; (b) any modification or amendment of or supplement to this Agreement, any Financing Document (other than as specified in an amendment Credit Document, any Bank Product Agreement or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03);
Hedge Agreement; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrower, any other Obligor Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or of any other Obligor Guarantor contained in any Financing Credit Document;
; (ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Administrative Agent, any Bank Lender, any L/C Issuer or any other Person, whether or not arising in connection with the Financing Documentsherewith; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating failure to or against any other Obligor for any reason of any Financing Documentassert, or any provision of applicable law assertion of, any claim or regulation purporting demand or any exercise of, or failure to prohibit exercise, any rights or remedies against the payment by Borrower, any other Obligor of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor under any Financing Document; or
(g) any other act or omission to act or delay of any kind by any other Obligor, the Agent, any Bank Guarantor or any other Person or Property; (f) any other circumstance whatsoever that might, but for the provisions application of this paragraph, constitute a legal any sums by whomsoever paid or equitable discharge howsoever realized to any obligation of the Borrower, regardless of what obligations of the Guarantor under this Article II.Borrower remain
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor Parent under this Article II shall be unconditional 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 by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any other Obligor under any Financing Credit Document, by operation of law or otherwise;
(bii) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Credit Document;
(ciii) any modification, amendment, waiver, release, non-perfection impairment or invalidity of any direct or indirect security, or of any guaranty guarantee or other liability of any other Credit Party or third party, party for any obligation of the Borrower under this Agreement or any other Obligor under any Financing Credit Document;
(div) any change in the corporate existence, structure or ownership of any other Obligor, the Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor or its assets or any resulting release or discharge of any obligation of any other Obligor contained in any Financing Documentthe Borrower;
(ev) the existence of any claim, set-off or other rights which the Guarantor Parent may have at any time against any other Obligorthe Borrower, the Agent, any Bank Lender or any other Person, whether or not arising in connection with the Financing Documents; provided that nothing herein shall prevent the assertion of Revolving Loans and this Agreement or any such claim by separate suit or compulsory counterclaimunrelated transaction;
(fvi) any invalidity or unenforceability relating to or against any other Obligor the Borrower for any reason of this Agreement or any Financing other Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any other Obligor of the principal of or interest on any Promissory Note amount payable by it under this Agreement or any other amount payable by any other Obligor under any Financing Credit Document; or
(gvii) any other act or omission to act or delay of any kind by any other Obligorthe Borrower, the Agent, any Bank Lender or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 11.2, constitute a legal or equitable discharge of the Parent’s obligations of the Guarantor under this Article IIXI.
Appears in 1 contract
Guarantee Unconditional. The obligations of the Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) 2.2.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) 2.2.2 any modification or amendment of or supplement to the Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) 2.2.3 any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in the Indenture or any Financing DocumentNote;
(e) 2.2.4 the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing DocumentsIndenture or any unrelated transactions; provided PROVIDED that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f) 2.2.5 any invalidity or unenforceability relating to or against any other Obligor the Company for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor the Company under any Financing Documentthe Indenture; or
(g) 2.2.6 any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Second Supplemental Indenture (JBS USA Holdings, Inc.)
Guarantee Unconditional. The obligations of the Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Obligor under any Financing DocumentSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Security;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Issuer or its assets or any resulting release or discharge of any obligation of any other Obligor the Issuer contained in this Indenture or any Financing DocumentSecurity;
(ed) the existence of any claim, set-set off or other rights which the Guarantor may have at any time against any other Obligorthe Issuer, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor the Issuer for any reason of this Indenture or any Financing DocumentSecurity, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Issuer of the principal of or interest on any Promissory Note Security or any other amount payable by any other Obligor the Issuer under any Financing Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Issuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Subsidiary Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in this Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Subsidiary Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documentsthis 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 Company or any other Obligor Subsidiary Guarantor for any reason of any Financing Document, this Indenture or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor under any Financing Document; orNote;
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 10.02, constitute a legal or equitable discharge of the or defense to such Subsidiary Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Company or its assets or any resulting release or discharge of any obligation of any other Obligor the Company contained in this Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligorthe Company, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor the Company for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Company of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor the Company under any Financing Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Company, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor's obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Indenture (Century Aluminum Co)
Guarantee Unconditional. The obligations of the Guarantor under this Article II shall be Parent hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Issuer under the Supplemented Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Supplemented Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other ObligorIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor Issuer or its assets or any resulting release or discharge of any obligation of any other Obligor Issuer contained in the Supplemented Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor Issuer may have at any time against any other ObligorParent, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor Issuer for any reason of the Supplemented Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor Issuer of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor Issuer under any Financing Documentthe Supplemented Indenture; or
(gf) any other act or omission to act or delay of any kind by any other ObligorIssuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to Parent’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor under this Article II shall be hereunder are unconditional and 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 by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuers under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligoran Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor an Issuer or its assets or any resulting release or discharge of any obligation of any other Obligor an Issuer contained in this Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligorthe Issuers, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor an Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor an Issuer of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor the Issuers under any Financing Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Issuers, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Indenture (Valaris LTD)
Guarantee Unconditional. The obligations of the each Guarantor under this Article II shall be hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under the Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to the Indenture or any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Note;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d3) any change in the corporate existence, structure or ownership of any other Obligorthe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Issuer or its assets or any resulting release or discharge of any obligation of any other Obligor the Issuer contained in the Indenture or any Financing DocumentNote;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligorthe Issuer, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documents; 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 any other Obligor the Issuer for any reason of the Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Issuer of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor the Issuer under any Financing Documentthe Indenture; or
(g6) any other act or omission to act or delay of any kind by any other Obligorthe Issuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Guarantee Unconditional. The obligations of the each Guarantor as a guarantor under this Article II Section 11 shall constitute a guaranty of payment and not collection and shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or of any other Obligor Guarantor under this Agreement, any Financing other Credit Document, any Bank Product Agreement, Hedge Agreement or by operation of law or otherwise;
; (b) any modification or amendment of or supplement to this Agreement, any Financing Document (other than as specified in an amendment Credit Document, any Bank Product Agreement or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03);
Hedge Agreement; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Borrower, any other Obligor Guarantor, or its assets any of their respective assets, or any resulting release or discharge of any obligation of the Borrower or of any other Obligor Guarantor contained in any Financing Credit Document;
; (ed) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Administrative Agent, any Bank Lender, any L/C Issuer or any other Person, whether or not arising in connection with herewith; (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Financing DocumentsBorrower, any other Guarantor or any other Person or Property; provided that nothing herein shall prevent the assertion (f) any application of any such claim sums by separate suit whomsoever paid or compulsory counterclaim;
howsoever realized to any obligation of the Borrower, regardless of what obligations of the Borrower remain unpaid; (fg) any invalidity or unenforceability relating to or against the Borrower or any other Obligor Guarantor for any reason of this Agreement, any Financing other Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor under any Financing Document; or
(g) any other act or omission to act or delay of any kind by any other Obligor, the Agent, any Bank or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of the Guarantor under this Article II.Bank
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute, irrespective of the Guarantor value, genuineness, legality, validity, regularity and enforceability of the obligations of the Issuer, the Parent and the Guarantors under this Article II shall be unconditional and absolute 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 by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b2) any rescission, waiver, modification or amendment of or supplement to this Indenture or any Financing Document (other than as specified in an amendment Note, or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)any agreement or instrument executed pursuant thereto;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d3) any change in the corporate existence, structure or ownership of any other Obligorthe Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor the Issuer or its assets or any resulting release or discharge of any obligation of any other Obligor the Issuer contained in this Indenture or any Financing DocumentNote;
(e4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligorthe Issuer, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documentsthis 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 any other Obligor the Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor the Issuer of the principal of or interest on any Promissory Note or any other amount payable by the Issuer under this Indenture;
(6) any other Obligor under failure to perfect any Financing Documentlien 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 any other Obligorthe Issuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense to such Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Indenture (GOL Linhas Aereas S.A.)
Guarantee Unconditional. The Except as provided in Section 8 hereof, the obligations of the each Subsidiary Guarantor under this Article II Guaranty Agreement shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor Vencor Company under any Financing Document, Document by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)Document;
(c) any modificationrelease, amendment, waiver, releaseimpairment, non-perfection or invalidity of any direct or indirect security, or of any guaranty guarantee or other liability of any third party, for any obligation of any other Obligor Vencor Company under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other ObligorVencor Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor Vencor Company or its assets assets, or any resulting release or discharge of any obligation of any other Obligor Vencor Company contained in any Financing Document;
(e) the existence of any claim, set-off or other rights which the such Subsidiary Guarantor may have at any time against any other Obligor, the AgentVencor Company, any Bank Lender Party or any other Person, whether or not arising in connection with the Financing Documentsthis Guaranty 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 any other Obligor Vencor Company for any reason of any Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor Vencor Company of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor it under any Financing Document; or
(g) any other act or omission to act or delay of any kind by any other Obligor, the AgentVencor Company, any Bank Lender Party or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the such Subsidiary Guarantor's obligations of the Guarantor under this Article IIGuaranty Agreement.
Appears in 1 contract
Sources: Debt Agreement (Vencor Inc)
Guarantee Unconditional. The To the extent permitted by Applicable Law, the obligations of the Guarantor under this Article II shall be Subsidiary Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any other Obligor under any Financing DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Financing Document Note (other than as specified in an any modification, amendment or waiver of this Subsidiary Guarantee effected supplement in accordance with Section 4.03ARTICLE IX that purports to modify, amend or supplement the obligations of any Subsidiary Guarantor);.
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Financing Document;
(d) any change in the corporate existence, structure or ownership of any other Obligorthe Issuer, or any insolvency, bankruptcy, reorganization reorganization, plan of arrangement or other similar proceeding affecting any other Obligor the Issuer or its assets or any resulting release or discharge of any obligation of any other Obligor the Issuer contained in this Indenture or any Financing DocumentNote;
(ed) the existence of any claim, set-off or other rights which any of the Guarantor Subsidiary Guarantors may have at any time against any other Obligorthe Issuer, the Agent, any Bank Trustee or any other Person, whether or not arising in connection with the Financing Documentsthis 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 any other Obligor the Issuer for any reason of this Indenture or any Financing DocumentNote, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by any other Obligor the Issuer of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor the Issuer under any Financing Documentthis Indenture; or
(gf) any other act or omission to act or delay of any kind by any other Obligorthe Issuer, the Agent, any Bank Trustee or any other Person or any other circumstance whatsoever that which might, but for the provisions of this paragraphSection 7.2, constitute a legal or equitable discharge of the obligations or defense to any of the Guarantor under this Article IISubsidiary Guarantors ‘ obligations hereunder.
Appears in 1 contract
Sources: Indenture (Cementos Pacasmayo Saa)
Guarantee Unconditional. The obligations of the Guarantor under this Article II hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor under any Financing Documentthe Agreement, by operation of law or otherwise;
(b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Subsidiary Guarantee effected in accordance with Section 4.03)the Agreement;
(c) any modificationrelease, amendment, waiver, releaseimpairment, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, security for any obligation of any other Obligor under any Financing Documentthe Agreement;
(d) any change in the corporate existence, structure or ownership of any other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Obligor or its assets or any resulting release or discharge of any obligation of any other Obligor contained in any Financing Documentthe Agreement;
(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Agent, any Bank Beneficiary or any other Personentity, whether or not arising in connection herewith or with the Financing Documentsany 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 any other Obligor for any reason of any Financing Document, the Agreement or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the principal of or interest on any Promissory Note or any other amount payable by any other Obligor under any Financing DocumentObligations; or
(g) any other act or omission to act or delay of any kind by any other Obligor, the Agent, any Bank Beneficiary or any other Person person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the or defense (other than defense of payment) to Guarantor’s obligations of the Guarantor under this Article IIhereunder.
Appears in 1 contract
Sources: Guarantee Agreement (Riverstone VI Centennial QB Holdings, L.P.)