Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the Securities, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Indenture or the Securities; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities; (d) any change in the organizational existence, structure or ownership of the Company or any other Guarantor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securities; (e) the existence of any claim, set-off or other rights any Guarantor may have at any time against the Company, any Holder or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the Securities; or (g) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (Eaton Corp PLC)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) waiver, release, or release moratorium in respect of any obligation of the Company or any other Guarantor under this Indenture or the Securitiesany Security, in whole or in part, by operation of law or otherwise;
; (b) any waiver, modification or amendment of or supplement to this Indenture or the Securities;
any Security; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinershipreceivership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securities;
any Security; (ed) the existence of any claim, set-off counterclaim, set off, recoupment or other rights any or defenses which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
; (fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securitiesany Security, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Security; or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the Securities; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder (other than the indefeasible payment in full of all of Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor).
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, hereunder are 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, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuer under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d3) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorIssuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company any Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Issuer contained in this Indenture or the Securitiesany Note;
(e4) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against any Issuer, the Company, any Holder Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company any Issuer of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it any Issuer under this Indenture or the SecuritiesIndenture; or
(g6) any other act or omission to act or delay of any kind by any Issuer, the Company, any other Guarantor, any Holder Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 10.02, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen Section 8 shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Obligor under this Indenture or the Securitiesany Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or the Securitiesany Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Company or any other Guarantor Obligor under this Indenture or the Securitiesany Loan Document;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorObligor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor Obligor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Obligor contained in this Indenture or the Securitiesany Loan Document;
(e) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder other Obligor or any other Person, whether or not arising in connection herewith or with any unrelated transactions; Loan Document, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Obligor for any reason of this Indenture or the Securitiesany Loan Document, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company any other Obligor of the principal of or interest on any Security the Note or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the Securitiesany Loan Document; or
(g) any other act or omission to act or delay of any kind by the Companyany other Obligor, any other Guarantor, any Holder Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such Guarantor’s the obligations hereunder. All rights of the Holder of any Security pursuant thereto or to Guarantor under this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorSection 8.
Appears in 1 contract
Sources: Loan, Security, and Guaranty Agreement (Precision Partners Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d3) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiesany Note;
(e4) the existence of any claim, set-off setoff or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(g6) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (Ruby Tuesday Inc)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiesany Note;
(ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest Special Interest, if any, on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 13.02, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights For the avoidance of doubt, the Holder of any Security pursuant thereto or Guarantees with respect to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time a Note are not exchangeable and shall be considered to be transferred or assigned upon the transfer of automatically terminate when such Security, whether Note is exchanged in accordance with or without the consent of or notice to Parent, the Company or any other Guarantorthis Indenture.
Appears in 1 contract
Guarantee Unconditional. The Other than as provided for in Article 8 and this Article 12, the obligations of each Guarantor under this Article Seventeen shall be irrevocable, hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged discharged, except pursuant to Article 8, or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuer under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d3) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorIssuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Issuer contained in this Indenture or the Securitiesany Note;
(e4) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the CompanyIssuer, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company Issuer of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Issuer under this Indenture or the SecuritiesIndenture; or
(g6) any other act or omission to act or delay of any kind by the CompanyIssuer, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (Roundy's, Inc.)
Guarantee Unconditional. The obligations of each any Subsidiary Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiesany Note;
(ed) the existence of any claim, set-off set‑off or other rights any which the Subsidiary Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or any interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s Subsidiary Guarantors’ obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (Adecoagro S.A.)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Article Seventeen Section 9 shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or of any other Guarantor under this Indenture Agreement or the Securities, any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture Agreement or the Securitiesany other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantorof, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or any other Guarantor or of their assets respective assets, or any resulting release or discharge of any obligation of the Company or of any other Guarantor contained in this Indenture or the Securitiesany Loan Document;
(ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder Bank or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Company, any such claim by separate suit other Guarantor or compulsory counterclaimany other Person or Property;
(f) any illegalityapplication 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 Guarantor for any reason of this Indenture Agreement or the Securities, of any other Loan Document or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company or any other Guarantor of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the SecuritiesLoan Documents; or
(gh) any other act or omission to act or delay of any kind by the CompanyAgent, any other Guarantor, any Holder Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such Guarantor’s the obligations hereunder. All rights of the Holder of any Security pursuant thereto or to Guarantor under this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorSection 9.
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Article Seventeen Section 11 shall constitute a guaranty of payment and not collection and shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company Borrower or of any other Guarantor under this Indenture Agreement, any other Credit Document, any Bank Product Agreement, Hedge Agreement or the Securities, by operation of law or otherwise;
; (b) any modification or amendment of or supplement to this Indenture Agreement, any other Credit Document, any Bank Product Agreement or the Securities;
Hedge Agreement; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantorof, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting affecting, the Company Borrower, any other Guarantor, or any other Guarantor or of their assets respective assets, or any resulting release or discharge of any obligation of the Company Borrower or of any other Guarantor contained in this Indenture or the Securities;
any Credit Document; (ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the CompanyAdministrative Agent, any Holder Lender, any L/C Issuer or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent the assertion of of, any such claim by separate suit or compulsory counterclaim;
(f) demand or any illegalityexercise of, invalidity or unenforceability relating failure to exercise, any rights or remedies against the Company or Borrower, any other Guarantor for any reason of this Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the Securities; or
(g) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder or any other Person or Property; (f) any other circumstance whatsoever which might, but for the provisions application of this clause (g), constitute a legal any sums by whomsoever paid or equitable discharge of such Guarantor’s obligations hereunder. All rights howsoever realized to any obligation of the Holder Borrower, regardless of any Security pursuant thereto or to this Guarantee or what obligations of the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.Borrower remain unpaid;
Appears in 1 contract
Guarantee Unconditional. The obligations of each the Performance Guarantor under this Article Seventeen shall be irrevocable8 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 (to the extent permitted by applicable law) waiver, subordination or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the SecuritiesObligation, by operation of law security, person or otherwise;
(b) any modification or amendment of or supplement to the Obligations made in accordance with the Transaction Documents or otherwise, including, without limitation, any increase or decrease in any amount payable under this Indenture or the SecuritiesAgreement;
(c) any release, impairment, non-perfection or invalidity of any direct direct, indirect or indirect collateral security for any obligation of the Company or any other Guarantor under this Indenture or the SecuritiesObligation;
(d) any change in the organizational existence, structure structure, constitution, name, objects, powers, business or ownership control of the Company Seller or PHH VMS or any other Guarantorperson, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Seller or PHH VMS or any other Guarantor or their assets person, or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiestheir assets;
(e) the existence of any claim, set-off or other rights any which the Performance Guarantor may have at any time against the CompanySeller or PHH VMS, any Holder the Trust, or any other Personperson, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegalityinvalidity, invalidity illegality or unenforceability relating to or against the Company Seller or any other Guarantor for any reason of this Indenture or the Securities, PHH VMS or any provision of applicable law or regulation purporting to prohibit any borrowing the payment or performance by the Company 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 Company Trust to make any presentment, demand for performance, notice of non-performance, protest or any other 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 Security other defence of the Seller or by the Company PHH VMS or any other Guarantor 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 amount payable person, with respect to all or any part of the Obligations, or by it under this Indenture 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 SecuritiesPerformance 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 the CompanySeller or PHH VMS, any other Guarantor, any Holder the Trust or any other Person person, or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this clause (g)Section 8.4, constitute a legal or equitable discharge discharge, limitation or reduction of such the Performance Guarantor’s obligations hereunder. All rights hereunder (other than the payment and extinguishment in full of all of the Holder Obligations). The foregoing provisions apply (and the foregoing waivers by the Performance Guarantor will be effective) even if the effect of any Security pursuant thereto action (or failure to this Guarantee take action) by the Trust is to destroy or diminish the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to ParentPerformance Guarantor’s subrogation rights, the Company 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. The obligations of each Guarantor hereunder are unconditional and absolute, irrespective of the value, genuineness, legality, validity, regularity and enforceability of the obligations of the Issuer, the Parent and the Guarantors under this Article Seventeen shall be irrevocableIndenture or any other agreement or instrument referred to herein, unconditional and absolute 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuer under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b2) any rescission, waiver, modification or amendment of or supplement to this Indenture or the Securitiesany Note, or any agreement or instrument executed pursuant thereto;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d3) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorIssuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Issuer contained in this Indenture or the Securitiesany Note;
(e4) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the CompanyIssuer, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company Issuer of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Issuer under this Indenture Indenture;
(6) any failure to perfect any lien or security interest granted to, or in favor of, the SecuritiesHolders; or
(g7) any other act or omission to act or delay of any kind by the CompanyIssuer, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (GOL Linhas Aereas S.A.)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocableGuarantee 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 (to the extent permitted by applicable law) waiver, subordination or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the SecuritiesGuaranteed Obligations, by operation of law security, Person or otherwise;
(bii) any modification or amendment of the Guaranteed Obligations, including any increase or supplement to this Indenture or the Securitiesdecrease in any amount thereof;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(diii) any change in the organizational existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company Buyer or any other GuarantorPerson, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Buyer or any other Guarantor Person or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiesits assets;
(e) the existence of any claim, set-off or other rights any Guarantor may have at any time against the Company, any Holder or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fiv) any illegalityinvalidity, invalidity illegality or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securities, Buyer or any provision of applicable law or regulation Law purporting to prohibit any borrowing the payment or performance by the Company 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 notice (including notice of acceptance of this guarantee, partial payment or non-payment of all or any part of the payment 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 Company 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 Security or by the Company other defense of Buyer or any other Guarantor of any other amount payable by it under this Indenture or the SecuritiesPerson; 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 the Company, any other Guarantor, any Holder or against Buyer or any other Person Person, including any discharge of, or bar against collecting, any other circumstance whatsoever which might, but for the provisions of this clause (g), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights of the Holder Guaranteed Obligations, in or as a result of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantorproceeding.
Appears in 1 contract
Guarantee Unconditional. (i) The obligations of each Guarantor Credit Party under this Article Seventeen shall be irrevocableX 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 (to the extent permitted by applicable law) waiver, subordination or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the SecuritiesObligation, by operation of law security, Person or otherwise;
; (b) any modification or amendment of or supplement to this Indenture the Obligations, including any increase or decrease in the Securities;
principal, the rates of interest or other amounts payable thereunder; (c) any release, impairment, non-non perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
Obligation; (d) any change in the organizational existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company any Borrower or any other GuarantorPerson, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company any Borrower or any other Guarantor person or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securities;
its assets; (e) the existence of any claim, set-off setoff or other rights which any Guarantor Credit Party may have at any time against any Borrower, the CompanyAdministrative Agent, the Collateral Agent, the Funding Agent, any Holder Lender, or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegalityinvalidity, invalidity illegality or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securities, Borrower or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company any 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 Security 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 Company 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 Guarantor Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this 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; (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 defense arising by reason of any incapacity, lack of authority, or other amount payable defense of any Borrower or any other Person, or by it under this Indenture 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 Securitiesholder 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; or
(gn) 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 Borrower, the CompanyAdministrative Agent, the Collateral Agent, the Funding Agent, any other GuarantorLender, any Holder or any other Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this clause (g)Article X, constitute a legal or equitable discharge discharge, limitation or reduction of such Guarantorany Credit Party’s obligations hereunder. All rights hereunder (other than the payment in full of all of the Holder Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any Security pursuant thereto action (or failure to this Guarantee or take action) by the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to ParentAdministrative Agent, the Company 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 Guarantorright 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 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 (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 each the New Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiesany Note;
(ed) the existence of any claim, set-off or other rights which any Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the any Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (Natura &Co Holding S.A.)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, hereunder with respect to a series of Securities 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuer under this the Indenture or the Securitiessuch Security, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Indenture or the Securitiessuch Security;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantorobligor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Issuer contained in this the Indenture or the Securitiessuch Security;
(ed) the existence of any claim, set-off or other rights which any Guarantor may have at any time against the CompanyIssuer, the Trustee, any Holder other Guarantor or any other Person, whether in connection herewith with the Indenture or any an unrelated transactions; transaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegalityinvalidity, invalidity irregularity or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this the Indenture or the Securitiessuch Security, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company Issuer of the principal of or interest on any such Security or by the Company or any other Guarantor of any other amount payable by it the Issuer under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the CompanyIssuer, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen hereunder shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:by (but, in each case, subject to the limitations set forth in Section 1(d)):
(a) any extension, renewal, settlement, adjustment, indulgence, forbearance, compromise, waiver (or release of or with respect to the extent permitted by applicable law) Obligations or release in any part thereof or any agreement relating thereto, or with respect of to any obligation of the Company or any other Guarantor under this Indenture or guarantor of any of the SecuritiesObligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Obligations;
(b) any modification or amendment of of, or supplement, to any Loan Document, including any such modification, amendment or supplement to this Indenture which may increase the amount of, or any interest rate applicable to, any of the SecuritiesObligations, whether resulting from, or otherwise following, any increase of the Commitment of any Lender or otherwise;
(c) any release, impairmentsurrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Obligations or any part thereof, any other guarantee with respect to the Obligations or any part thereof, or any other obligation of any Person with respect to the Obligations or any part thereof, or any non-perfection or invalidity of any direct or indirect security for any obligation of the Company Obligations or any other Guarantor under this Indenture or the Securitiespart thereof;
(d) any change in the organizational corporate, partnership, limited liability company or other existence, structure or ownership of the Company either Loan Party or any other Guarantorguarantor of any of the Obligations, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company either Loan Party or any other Guarantor guarantor of any of the Obligations, or affecting any of their assets respective assets, or any resulting release or discharge of any obligation of the Company either Loan Party or any other Guarantor contained in this Indenture or guarantor of any of the SecuritiesObligations;
(e) the existence of any claim, set-off setoff or other rights any right which the Guarantor may have at any time against the Companyeither Loan Party, any Holder other guarantor of any of the Obligations, the Administrative Agent or any other Secured Party or any other Person, whether in connection herewith with the transactions contemplated by the Loan Documents or in connection with any unrelated transactionstransaction; provided that provided, that, nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the enforceability or validity of the Obligations or any illegalitypart thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against the Company either Loan Party or any other Guarantor guarantor of any of the Obligations for any reason of this Indenture or the Securitiesrelated to any Loan Document, or any provision of any applicable law or regulation Law purporting to prohibit any borrowing by the Company or the payment by the Company Borrower, or by any other guarantor of any of the principal Obligations, of any of the Obligations or interest on otherwise affecting any Security or by term of any of the Company Obligations, including resulting from any fact that (i) the act of creating the Obligations or any part thereof is ultra ▇▇▇▇▇, (ii) any officer or other Guarantor representative executing any Loan Document, or otherwise creating any Obligation, on behalf of any Loan Party acted in excess of such individual’s authority or (iii) any Loan Document has been forged or otherwise is irregular or not genuine or authentic;
(g) any Secured Party taking or accepting any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Obligations;
(h) any failure of the Administrative Agent to take any step to perfect and maintain any security interest in, or to preserve any right to, any security or collateral for any of the Obligations, if any;
(i) any reorganization, merger or consolidation of any Loan Party into or with any other Person;
(j) any election by, or on behalf of, any one or more of the Secured Parties in any proceeding instituted under any Debtor Relief Law;
(k) any borrowing or grant of a security interest by either Loan Party, as debtor-in-possession, under Section 364 of the Bankruptcy Code or any comparable provision of any other amount payable by it Debtor Relief Law;
(l) any disallowance, under this Indenture Section 502 of the Bankruptcy Code or any comparable provision of any other Debtor Relief Law, of all or any portion of the Securitiesclaims of any Secured Party for repayment of all or any part of the Obligations; or
(gm) any other act or omission to act or delay of any kind by the Companyeither Loan Party, any other Guarantorguarantor of any of the Obligations, any Holder Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 2, constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights any obligation, or otherwise reduce, release, prejudice or extinguish the liability, of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorGuarantor hereunder.
Appears in 1 contract
Sources: Guarantee (GWG Holdings, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, Infineon 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company under the Indenture or any other Guarantor under this Indenture or the SecuritiesNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any other Guarantor contained in this Indenture or the SecuritiesNote;
(ed) the existence of any claim, set-off or other rights any Guarantor which Infineon may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this the Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such Guarantoror defense to Infineon’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Supplemental Indenture
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, hereunder are 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, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuer under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d3) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorIssuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company any Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Issuer contained in this Indenture or the Securitiesany Note;
(e4) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against any Issuer, the Company, any Holder Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company any Issuer of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it any Issuer under this Indenture or the SecuritiesIndenture; or
(g6) any other act or omission to act or delay of any kind by any Issuer, the Company, any other Guarantor, any Holder Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 10.02, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor the Parent under this Article Seventeen shall be irrevocable, unconditional Section 11 are absolute and absolute and, without unconditional. Without limiting the generality of the foregoing, the obligations of the Parent under this Section 11 shall not be impaired, released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company Borrower or any other Guarantor Credit Party under this Indenture Agreement or the Securitiesany other Loan Document, by operation of law or otherwise;
(bii) any modification modification, amendment or amendment waiver of or supplement to this Indenture Agreement or the Securitiesany Loan Document;
(ciii) any release, impairment, non-perfection impairment or invalidity of any direct guarantee or indirect security other liability of any other Credit Party or third party for any obligation of the Company Borrower under this Agreement or any other Guarantor under this Indenture or the SecuritiesLoan Document;
(div) any change in the organizational corporate existence, structure or ownership of the Company Borrower or any other Guarantor, Credit Party or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Borrower or any other Guarantor or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the SecuritiesCredit Party;
(ev) the existence of any claim, set-off or other rights any Guarantor which the Parent may have at any time against the CompanyBorrower or any other Credit Party, any Holder the Bank or any other Person, whether or not arising in connection herewith with the Advances and this Agreement or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransaction;
(fvi) any illegality, invalidity or unenforceability relating to or against the Company Borrower or any other Guarantor Credit Party for any reason of this Indenture Agreement or the Securitiesany other Loan Document, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor Credit Party of any other amount payable by it under this Indenture Agreement or the Securitiesany other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Company, any other GuarantorCredit Party, any Holder the Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 11.2, constitute a legal or equitable discharge of such Guarantor’s the Parent's obligations hereunder. All rights of the Holder of any Security pursuant thereto or to under this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorSection 11.
Appears in 1 contract
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen 2 shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Obligor under this Indenture or the Securitiesany 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 Indenture or the SecuritiesSubsidiary Guarantee effected in accordance with Section 3);
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation of the Company or any other Guarantor Obligor under this Indenture or the Securitiesany Financing Document;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorObligor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor Obligor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Obligor contained in this Indenture or the Securitiesany Financing Document;
(e) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against any other Obligor, the CompanyAgent, any Holder Bank or any other Person, whether or not arising in connection herewith or any unrelated transactionswith the Financing Documents; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Obligor for any reason of this Indenture or the Securitiesany Financing Document, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company any other Obligor of the principal of or interest on any Security Promissory Note or by the Company or any other Guarantor of any other amount payable by it any other Obligor under this Indenture or the Securitiesany Financing Document; or
(g) any other act or omission to act or delay of any kind by any other Obligor, the CompanyAgent, any other Guarantor, any Holder Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (g), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.for
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen Guarantee shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this the Indenture or the Securities, by operation of law or otherwise;
(b) any modification or amendment of of, or supplement to this to, the Indenture or the SecuritiesSecurities (other than a modification, amendment or supplement effected in accordance with the terms of the Indenture which expressly releases, discharges or otherwise affects the Guarantee);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this the Indenture or the Securities;
(ed) the existence of any claim, set-off or other rights any right that the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any an unrelated transactions; transaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegalityinvalidity, invalidity irregularity or unenforceability relating to to, or against the Company or any other Guarantor for any reason of this of, the Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security the Securities or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 1.02, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder. All rights of hereunder (other than an act contemplated by the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantorparenthetical in Section 1.02(b) above).
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Freeport McMoran Copper & Gold Inc)
Guarantee Unconditional. The obligations of each ----------------------- Guarantor under this Article Seventeen X shall be irrevocablecontinuing, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any of the other Guarantor Guarantors under this Indenture Agreement, the Notes or the Securitiesany other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture Agreement, the Notes or the Securitiesany other Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation of the Company or any other Guarantor under this Indenture Agreement, the Notes or the Securitiesany other Loan Document;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor Guarantor, or any of their assets respective assets, or any resulting release or discharge of any obligation of contained in this Agreement, the Company Notes or any other Guarantor contained in this Indenture or the SecuritiesLoan Document;
(e) the existence of any claim, set-set off or other rights right which any Guarantor may have at any time against the Company, any Holder other Guarantor, any Bank, the Agent or any other Personperson or entity, whether or not arising in connection herewith with this Agreement, the Notes or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of the whole or any provision of this Indenture Agreement, the Notes or the Securitiesother Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other such Guarantor of any Obligation, or any other amount payable by it under this Indenture Agreement, the Notes or the Securities; orany other Loan Document;
(g) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder Bank, the Agent, either Collateral Agent or any other Person person or entity, or any other circumstance whatsoever which mightwhatsoever, but for the provisions of this clause (g), that might constitute a legal or equitable discharge of such Guarantor’s the obligations hereunder. All rights of any Guarantor under this Article X; or
(h) any future changes in conditions, including any change of law or any invalidity or irregularity with respect to the issuance of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorLoan Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Law Companies Group Inc)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Article Seventeen Section 4 shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation Loan Obligation of the Company or of any other Guarantor under this Indenture Agreement or the Securities, any other Loan Document whether by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture Agreement or the Securitiesany other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantorof, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or any other Guarantor or of their assets respective assets, or any resulting release or discharge of any obligation Loan Obligation of the Company or of any other Guarantor contained in this Indenture or the Securitiesany Loan Document;
(ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder Agent or Lender or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Company or any such claim by separate suit or compulsory counterclaimother Guarantor;
(f) any illegalityapplication 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 Guarantor for any reason of this Indenture Agreement or the Securities, of any other Loan Document or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note, or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the SecuritiesLoan Documents; or
(gh) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder Agent or Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such Guarantor’s the obligations hereunder. All rights of the Holder of any Security pursuant thereto or to Guarantor under this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorSection 4.
Appears in 1 contract
Sources: Senior Subordinated Credit Agreement (Pro Fac Cooperative Inc)
Guarantee Unconditional. The obligations of each Guarantor the Company under this Article Seventeen 10 shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or PLT under any other Guarantor under this Indenture or the Securities, Loan Document by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or the Securitiesany Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Company or PLT under any other Guarantor under this Indenture or the SecuritiesLoan Document;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorPLT, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company PLT or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor PLT contained in this Indenture or the Securitiesany Loan Document;
(e) the existence of any claim, set-off or other rights any Guarantor which the Company may have at any time against the CompanyPLT, any Holder Agent, any Lender or any other Person, whether or not arising in connection herewith or with any unrelated transactions; Loan Document, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor PLT for any reason of this Indenture or the Securitiesany Loan Document, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company PLT of the principal of or interest on any Security Loan or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the Securitiesany Loan Document; or
(g) any other act or omission to act or delay of any kind by the CompanyPLT, any other GuarantorAgent, any Holder Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such Guarantor’s or defense to the obligations hereunder. All rights of the Holder of any Security pursuant thereto or to Company under this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorArticle 10.
Appears in 1 contract
Sources: Credit Agreement (Blyth Inc)
Guarantee Unconditional. (a) The obligations of each Guarantor under this Article Seventeen shall be irrevocableGuaranteeing 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuers under the Indenture, this Supplemental Indenture or under the SecuritiesNotes, 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 this to, the Indenture or the SecuritiesNotes;
(c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security for any obligation event of default under the Company Indenture or under any other Guarantor under this Indenture or the Securitiesagreement;
(d4) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantoran Issuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor an Issuer or their assets or any resulting release or discharge of any obligation of an Issuer contained under the Company or any other Guarantor contained in this Indenture or under the SecuritiesNotes;
(e5) the existence of any claim, set-off setoff or other rights any Guarantor which such Guaranteeing Subsidiary may have at any time against an Issuer, the Company, any Holder Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f6) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor an Issuer for any reason of this the Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company an Issuer of the principal of or interest on any Security the Notes or by the Company or any other Guarantor of any other amount payable by it an Issuer under this Indenture or the SecuritiesIndenture; or
(g7) any other act or omission to act or delay of any kind by an Issuer, the Company, any other Guarantor, any Holder Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such GuarantorGuaranteeing Subsidiary’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Supplemental Indenture (Foresight Energy Partners LP)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen hereunder shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byregard to:
(a) any extensionamendment, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) consent or release in respect of any obligation of the Company terms of the Charter or of the obligations under any other Guarantor under this Indenture thereof of any Person (provided only that such amendment, consent or release is effected in accordance with the Securities, by operation terms of law or otherwise;the Charter); or
(b) any modification or amendment of or supplement to this Indenture or the Securities;
(c) any taking, holding, exchange, release, impairment, non-perfection nonperfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor Charterer under this Indenture or the Securities;Charter; or
(dc) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCharterer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Charterer or any other Guarantor or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securities;its assets; or
(ed) the existence of any claim, set-off setoff or other rights any which the Guarantor may have at any time against the Company, Charterer; or
(e) any Holder or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion defense arising by reason of any such claim invalidity, unenforceability or other defense of the Charterer, or other defense of the Guarantor or by separate suit reason of the cessation from any cause whatsoever of the liability either in whole or compulsory counterclaim;in part of the Charterer to pay any amount payable by it under the Charter; or
(f) any illegalityconsent, invalidity release, renewal, refinancing, refunding, amendment or unenforceability relating modification of or addition or supplement to or against the Company or waiver of any other Guarantor for any reason of this Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal terms of the Charter or interest on any Security or by the Company or any other Guarantor of any other amount payable by it agreement which may be made relating to the Charter or of the obligations under this Indenture any thereof of any Person (provided only that such consent, release, renewal, refinancing, refunding, amendment or modification of or addition or supplement to or waiver is effected in accordance with the Securitiesterms of the Charter); or
(g) any other act exercise or omission to act or delay non-exercise of any kind by the Companyright, any other Guarantorpower, any Holder privilege or any other Person remedy under or any other circumstance whatsoever which might, but for the provisions in respect of this clause (g), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf Charter, or any waiver of each Holder may be transferred any such right, power, privilege or assigned remedy or of any default in respect of the Charter, or any receipt of any collateral security or any sale, exchange, surrender, release, discharge, failure to perfect or to continue perfected, loss, abandonment or alteration of, or other dealing with, any collateral security by whomsoever at any time pledged or from time mortgaged to time and shall be considered to be transferred secure, or assigned upon however securing, any of the transfer of such Security, whether with or without the consent of or notice to Parent, the Company Guarantor's obligations or any other Guarantorliabilities (including liabilities of the Guarantor hereunder) incurred directly or indirectly in respect thereof.
Appears in 1 contract
Sources: Charter Hire Guarantee (American President Companies LTD)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) waiver, release or release moratorium in respect of any obligation of the Company under this Agreement or any other Guarantor under this Indenture Warrant, in whole or the Securitiesin part, by operation of law or otherwise;
(b) any waiver, modification or amendment of or supplement to this Indenture Agreement or the Securitiesany Warrant;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinershipreceivership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture Agreement or the Securitiesany Warrant;
(ed) the existence of any claim, set-off counterclaim, set off, recoupment or other rights any or defenses which the Guarantor may have at any time against the Company, any Holder the Warrant Agent or any other Person, whether in connection herewith with this Agreement or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture Agreement or the Securitiesany Warrant, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of any amounts due and payable under any Warrant or interest on any Security or other amount due payable by the Company or any other Guarantor under this Agreement (except in each case as may result from the application of any other amount payable by it under this Indenture or the Securitiesapplicable statute of limitations); or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Warrant Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder (other than the indefeasible payment in full of all of the Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor).
Appears in 1 contract
Sources: Warrant Agreement (BofA Finance LLC)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company under the Supplemented Indenture or any other Guarantor under this Indenture or the SecuritiesNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Supplemented Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company contained in the Supplemented Indenture or any other Guarantor contained in this Indenture or the SecuritiesNote;
(ed) the existence of any claim, set-off or other rights any Guarantor which Parent may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with the Supplemented Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this the Supplemented Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesSupplemented Indenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such Guarantoror defense to Parent’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Second Supplemental Indenture (Caesars Entertainment, Inc.)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company under the Indenture, any Security Document or any other Guarantor under this Indenture or the SecuritiesNote, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this Indenture the Indenture, any Security Document or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d3) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture, any Security Document or any other Guarantor contained in this Indenture or the SecuritiesNote;
(e4) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture the Indenture, any Security Document or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(g6) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (Spectrum Brands, Inc.)
Guarantee Unconditional. (a) The obligations of each Guarantor under this Article Seventeen shall be irrevocablethe 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuers under the Indenture, this Supplemental Indenture or under the SecuritiesNotes, 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 this to, the Indenture or the SecuritiesNotes;
(c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security for any obligation event of default under the Company Indenture or under any other Guarantor under this Indenture or the Securities;agreement,
(d4) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantoran Issuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor an Issuer or their assets or any resulting release or discharge of any obligation of an Issuer contained under the Company or any other Guarantor contained in this Indenture or under the SecuritiesNotes;
(e5) the existence of any claim, set-off setoff or other rights any Guarantor which the Guaranteeing Subsidiary may have at any time against an Issuer, the Company, any Holder Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f6) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor an Issuer for any reason of this the Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company an Issuer of the principal of or interest on any Security the Notes or by the Company or any other Guarantor of any other amount payable by it an Issuer under this Indenture or the SecuritiesIndenture; or
(g7) any other act or omission to act or delay of any kind by an Issuer, the Company, any other Guarantor, any Holder Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such Guarantoror defense to the Guaranteeing Subsidiary’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Supplemental Indenture (Foresight Energy Partners LP)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen SXL Guarantee shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be releasedrelease, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Partnership under this the Indenture or the SecuritiesOutstanding Notes, by operation of law or otherwise;
(b) any modification or amendment of of, or supplement to this to, the Indenture or the SecuritiesOutstanding Notes (other than a modification, amendment or supplement effected in accordance with the terms of the Indenture that expressly releases, discharges or otherwise affects the SXL Guarantee);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorPartnership, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Partnership or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Partnership contained in this the Indenture or the SecuritiesOutstanding Notes;
(ed) the existence of any claim, set-off or other rights any right that the SXL Guarantor may have at any time against the CompanyPartnership, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any an unrelated transactions; transaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegalityinvalidity, invalidity irregularity or unenforceability relating to to, or against the Company or any other Guarantor Partnership for any reason of this of, the Indenture or the SecuritiesOutstanding Notes, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company Partnership of the principal of or interest on any Security the Outstanding Notes or by the Company or any other Guarantor of any other amount payable by it the Partnership under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the CompanyPartnership, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 2.02, constitute a legal or equitable discharge of such or defense to the SXL Guarantor’s obligations hereunder. All rights of hereunder (other than an act contemplated by the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantorparenthetical in Section 2.02(b) above).
Appears in 1 contract
Sources: Third Supplemental Indenture (Energy Transfer Partners, L.P.)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuers under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantoran Issuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company an Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor an Issuer contained in this Indenture or the Securitiesany Note;
(ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the CompanyIssuers, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor an Issuer for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation Applicable Law purporting to prohibit any borrowing by the Company or the payment by the Company an Issuer of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Issuers under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the CompanyIssuers, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. (a) The obligations of each Guarantor under this Article Seventeen shall be irrevocablethe 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuers under the Indenture, this Supplemental Indenture or under the SecuritiesNotes, 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 this to, the Indenture or the SecuritiesNotes;
(c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security for any obligation event of default under the Company Indenture or under any other Guarantor under this Indenture or the Securities;agreement,
(d4) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantoran Issuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor an Issuer or their assets or any resulting release or discharge of any obligation of an Issuer contained under the Company or any other Guarantor contained in this Indenture or under the SecuritiesNotes;
(e5) the existence of any claim, set-off or other rights any Guarantor which the Guaranteeing Subsidiary may have at any time against an Issuer, the Company, any Holder Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f6) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor an Issuer for any reason of this the Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company an Issuer of the principal of or interest on any Security the Notes or by the Company or any other Guarantor of any other amount payable by it an Issuer under this Indenture or the SecuritiesIndenture; or
(g7) any other act or omission to act or delay of any kind by an Issuer, the Company, any other Guarantor, any Holder Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such GuarantorGuaranteeing Subsidiary’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by:
(aA) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(bB) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(dC) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiesany Note;
(eD) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fE) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gF) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (SB/RH Holdings, LLC)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Article Seventeen Section 9 shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or of any other Guarantor under this Indenture Agreement or the Securities, any other Loan Document or by operation of law or otherwise;
; (b) any modification or amendment of or supplement to this Indenture or the Securities;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company Agreement or any other Guarantor under this Indenture or the Securities;
Loan Document; (dc) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantorof, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or any other Guarantor or of their assets respective assets, or any resulting release or discharge of any obligation of the Company or of any other Guarantor contained in this Indenture or the Securities;
any Loan Document; (ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder Bank or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactionsassertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Company, any other Guarantor or any other Person or Property; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegalityapplication 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 Guarantor for any reason of this Indenture Agreement or the Securities, of any other Loan Document or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor of the principal of or interest on the Note or any other amount payable by it under this Indenture or the SecuritiesLoan Documents; or
(g) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The To the extent permitted by Applicable Law, the obligations of each Guarantor under this Article Seventeen shall be irrevocable, the 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuer under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or any Note (other than any modification, amendment or supplement in accordance with ARTICLE IX that purports to modify, amend or supplement the Securities;obligations of any Subsidiary Guarantor).
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorIssuer, or any insolvency, bankruptcy, examinershipreorganization, reorganization plan of arrangement or other similar proceeding affecting the Company Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Issuer contained in this Indenture or the Securitiesany Note;
(ed) the existence of any claim, set-off or other rights which any Guarantor of the Subsidiary Guarantors may have at any time against the CompanyIssuer, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation Applicable Law purporting to prohibit any borrowing by the Company or the payment by the Company Issuer of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Issuer under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the CompanyIssuer, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 7.2, constitute a legal or equitable discharge of such Guarantor’s or defense to any of the Subsidiary Guarantors ‘ obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (Cementos Pacasmayo Saa)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company Issuer under the Senior Indenture or any other Guarantor under this Indenture or the SecuritiesSecurity, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this the Senior Indenture or the Securitiesany Security;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d3) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorIssuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company Issuer contained in the Senior Indenture or any other Guarantor contained in this Indenture or the SecuritiesSecurity;
(e4) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the CompanyIssuer, any Holder the Senior Trustee or any other Person, whether in connection herewith with the Senior 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 illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this the Senior Indenture or the Securitiesany Security, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company Issuer of the principal of or interest on any Security or by the Company or any other Guarantor of any other amount payable by it the Issuer under this Indenture or the SecuritiesSenior Indenture; or
(g6) any other act or omission to act or delay of any kind by the CompanyIssuer, any other Guarantor, any Holder the Senior Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Senior Indenture
Guarantee Unconditional. (a) The obligations of each the MLP Guarantor under this Article Seventeen shall be irrevocablehereunder 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuers under the Indenture, this Supplemental Indenture or under the SecuritiesNotes, 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 this to, the Indenture or the SecuritiesNotes;
(c3) any release, impairment, non-perfection the occurrence or invalidity notice of any direct default or indirect security for any obligation event of default under the Company Indenture or under any other Guarantor under this Indenture or the Securities;agreement,
(d4) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantoran Issuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor an Issuer or their assets or any resulting release or discharge of any obligation of an Issuer contained under the Company or any other Guarantor contained in this Indenture or under the SecuritiesNotes;
(e5) the existence of any claim, set-off set‑off or other rights any which the MLP Guarantor may have at any time against an Issuer, the Company, any Holder Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f6) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor an Issuer for any reason of this the Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company an Issuer of the principal of or interest on any Security the Notes or by the Company or any other Guarantor of any other amount payable by it an Issuer under this Indenture or the SecuritiesIndenture; or
(g7) any other act or omission to act or delay of any kind by an Issuer, the Company, any other Guarantor, any Holder Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such MLP Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company Substituted Issuer under the Indenture or any other Guarantor under this Indenture or the SecuritiesNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorSubstituted Issuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Substituted Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company Substituted Issuer contained in the Indenture or any other Guarantor contained in this Indenture or the SecuritiesNote;
(ed) the existence of any claim, set-off set‑off or other rights any which the Guarantor may have at any time against the CompanySubstituted Issuer, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Substituted Issuer for any reason of this the Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company Substituted Issuer of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Substituted Issuer under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the CompanySubstituted Issuer, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor Credit Party under this Article Seventeen shall be irrevocableX 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 (to the extent permitted by applicable law) waiver, subordination or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the SecuritiesObligation, by operation of law security, Person or otherwise;
; (b) any modification or amendment of or supplement to this Indenture the Obligations, including any increase or decrease in the Securities;
principal, the rates of interest or other amounts payable thereunder; (c) any release, impairment, non-non perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
Obligation; (d) any change in the organizational existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company any Borrower or any other GuarantorPerson, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company any Borrower or any other Guarantor person or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securities;
its assets; (e) the existence of any claim, set-off setoff or other rights which any Guarantor Credit Party may have at any time against any Borrower, the CompanyAdministrative Agent, any Holder Lender, or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegalityinvalidity, invalidity illegality or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securities, Borrower or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company any 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 or any Security 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 Company Administrative 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 or any Lender to proceed against any Borrower or any other Guarantor Person, to proceed against, apply or exhaust any security held from any Borrower or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Credit Party or any other Person for this Article X or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (k) any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (l) any defense arising by reason of any incapacity, lack of authority, or other amount payable defense of any Borrower or any other Person, or by it under this Indenture reason of any limitation, postponement, prohibition on the Administrative Agent’s or any Lender’s right to payment of the Obligations or any part thereof, or by reason of the cessation from any cause whatsoever of the liability of 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, 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 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 or any Lender in any property, whether as owner thereof or the Securitiesholder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent or any Lender of any right to recourse or collateral; or
(gn) any defense arising by reason of the failure of the Administrative Agent or any Lender to ▇▇▇▇▇▇▇▇ any assets; (o) any defense based upon any failure of the Administrative 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 or any Lender to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Administrative Agent to dispose of any such property in a commercially reasonable manner; (p) any dealing whatsoever with 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 Borrower, the CompanyAdministrative Agent, any other GuarantorLender, any Holder or any other Person or any other circumstance whatsoever whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this clause (g)Article X, constitute a legal or equitable discharge discharge, limitation or reduction of such Guarantorany Credit Party’s obligations hereunder. All rights hereunder (other than the payment in full of all of the Holder Obligations). The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any Security pursuant thereto action (or failure to this Guarantee take action) by the Administrative Agent or the Trustee on behalf of any Lender is to destroy or diminish any Credit Party’s subrogation rights, each Holder may be transferred or assigned at Credit Party’s right to proceed against any time or Borrower for reimbursement, each Credit Party’s right to recover contribution from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company any other guarantor or any other Guarantorright or remedy.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Thermadyne Holdings Corp /De)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall Guarantee 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): (a) any extension, other indulgence, renewal, settlement, compromise, compromise or waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company Obligations or any other Guarantor under this Indenture or security for the Securities, by operation of law or otherwise;
Obligations; (b) any modification or amendment of or supplement to this Indenture or the Securities;
Obligations; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
Obligations; (d) any change in the organizational existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company or any other GuarantorVendor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding of or affecting the Company Vendor or its assets (e) any defence arising by reason of any failure of the Purchaser to make any demand for performance, notice of non-performance or any other Guarantor notice, including notice of all of the following: acceptance of this Guarantee, partial payment or their assets non-payment of all or any resulting release or discharge of any obligation part of the Company Obligations and the existence, creation, or any other Guarantor contained in this Indenture incurring of new or the Securities;
(e) the existence of any claim, set-off or other rights any Guarantor may have at any time against the Company, any Holder or any other Person, whether in connection herewith or any unrelated transactionsadditional Obligations; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating defence arising by reason of any failure of the Purchaser to or proceed against the Company Vendor, to proceed against, apply or exhaust any security held from the Vendor or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor for any reason of this Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor of Person for this Guarantee or to pursue any other amount payable by it under this Indenture or remedy in the Securitiespower of the Purchaser whatsoever; or
(g) any other act or omission to act or delay defence arising by reason of any kind incapacity or lack of authority of the Vendor; (h) any defence arising by reason of the failure of the Purchaser to marshall any assets; (i) any defence based upon or arising out of any ▇▇▇▇▇▇▇tcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Vendor, including without limitation, that based on the failure to file any claim relating to the Obligations owing to the Purchaser if the Vendor becomes subject to a bankruptcy, reorganization or similar proceeding. 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 CompanyPurchaser is to destroy or diminish the Guarantor's subrogation rights, the Guarantor's right to proceed against the Vendor for reimbursement, the Guarantor's right to recover contribution from any other Guarantor, any Holder guarantor or any other Person right or any other circumstance whatsoever which might, but for the provisions of this clause (g), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantorremedy.
Appears in 1 contract
Sources: Guarantee (Parker Drilling Co /De/)
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company under the Indenture or any other Guarantor under this Indenture or the SecuritiesNote, by operation of law or otherwise;
(b2) any modification or amendment of or supplement to this the Base Indenture or the SecuritiesThird Supplemental Indenture or any Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d3) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any other Guarantor contained in this Indenture or the SecuritiesNote;
(e4) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(f5) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this the Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(g6) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of each the Indenture and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes with respect thereto. The Obligations of the Guarantor under this Article Seventeen shall be irrevocable, Guarantee are (subject to Section 3 hereof) unconditional and absolute and, without limiting the generality of the foregoing, shall to the fullest extent permitted by applicable law, will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this the Indenture or the SecuritiesNotes, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Indenture or the SecuritiesNotes;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this the Indenture or the SecuritiesNotes;
(ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this the Indenture or the SecuritiesNotes, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security the Notes or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunderunder the Indenture. All rights The obligation of the Holder of Guarantor to make any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder payment hereunder may be transferred satisfied by causing the Company, or assigned at Holdings or any time direct or from time indirect Domestic Subsidiary of the Company that guarantees the payment of the Notes pursuant to time and the Indenture, to make such payment. Notwithstanding anything contained herein to the contrary, nothing shall be considered construed to be transferred or assigned impose upon the transfer of such SecurityGuarantor any obligations greater than, whether with in addition to, or without the consent of or notice to Parentother than, the obligations of the Company or any other Guarantorunder the Indenture and the Notes.
Appears in 1 contract
Sources: Guarantee Agreement (Spectrum Brands Holdings, Inc.)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the Securitiesany Note, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Indenture or the Securitiesany Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(diii) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiesany Note;
(eiv) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fv) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securitiesany Note, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security Note or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gvi) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Indenture (Cosan Ltd.)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocableGuarantee 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 (to the extent permitted by applicable law) waiver, subordination or release in respect of any obligation of the Company or any other Guarantor under this Indenture or the SecuritiesGuaranteed Obligations, by operation of law security, Person or otherwise;
(bii) any modification or amendment of the Guaranteed Obligations, including any increase or supplement to this Indenture or the Securitiesdecrease in any amount thereof;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(diii) any change in the organizational existence, structure structure, constitution, name, objects, powers, business, control or ownership of the Company Buyer or any other GuarantorPerson, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Buyer or any other Guarantor Person or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the Securitiesits assets;
(e) the existence of any claim, set-off or other rights any Guarantor may have at any time against the Company, any Holder or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fiv) any illegalityinvalidity, invalidity illegality or unenforceability relating to or against the Company or any other Guarantor for any reason of this Indenture or the Securities, Buyer or any provision of applicable law or regulation Law purporting to prohibit any borrowing the payment or performance by the Company 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 notice (including notice of acceptance of this guarantee, partial payment or non-payment of all or any part of the payment 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 Company 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 Security or by the Company other defense of Buyer or any other Guarantor of any other amount payable by it under this Indenture or the SecuritiesPerson; 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 the Company, any other Guarantor, any Holder or against Buyer or any other Person Person, including any discharge of, or bar against collecting, any other circumstance whatsoever which might, but for the provisions of this clause (g), constitute a legal or equitable discharge of such Guarantor’s obligations hereunder. All rights of the Holder Guaranteed Obligations, in or as a result of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantorproceeding.
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Article Seventeen Section 11 shall constitute a guaranty of payment and not collection and shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company Borrower or of any other Guarantor under this Indenture Agreement, any other Credit Document, any Bank Product Agreement, Hedge Agreement or the Securities, by operation of law or otherwise;
; (b) any modification or amendment of or supplement to this Indenture Agreement, any other Credit Document, any Bank Product Agreement or the Securities;
Hedge Agreement; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantorof, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting affecting, the Company Borrower, any other Guarantor, or any other Guarantor or of their assets respective assets, or any resulting release or discharge of any obligation of the Company Borrower or of any other Guarantor contained in this Indenture or the Securities;
any Credit Document; (ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the CompanyAdministrative Agent, any Holder Lender, any L/C Issuer or any other Person, whether or not arising in connection herewith herewith; (e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent the assertion of of, any such claim by separate suit or compulsory counterclaim;
(f) demand or any illegalityexercise of, invalidity or unenforceability relating failure to exercise, any rights or remedies against the Company or Borrower, any other Guarantor for any reason of this Indenture or the Securities, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the Securities; or
(g) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder or any other Person or Property; (f) any other circumstance whatsoever which might, but for the provisions application of this clause (g), constitute a legal any sums by whomsoever paid or equitable discharge of such Guarantor’s obligations hereunder. All rights howsoever realized to any obligation of the Holder Borrower, regardless of any Security pursuant thereto or to this Guarantee or what obligations of the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.Borrower remain
Appears in 1 contract
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen hereunder shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company Issuer under the Subscription Agreement or any other Guarantor under this Indenture or the SecuritiesConvertible Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture Agreement or the Securitiesany Convertible Note;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorIssuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Issuer contained in this Indenture Agreement or the Securitiesany Convertible Note;
(ed) the existence of any claim, set-set off or other rights any which the Guarantor may have at any time against the CompanyIssuer, any the Holder or any other Personperson, whether in connection herewith with this Agreement or any unrelated transactions; provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegalityinvalidity, invalidity irregularity, or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this Indenture or the Securities, Agreement or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor of any other amount payable by it under this Indenture or the SecuritiesConvertible Note; or
(gf) any other act or omission to act or delay of any kind by the CompanyIssuer, any other Guarantor, any the Holder or any other Person person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Guarantee Agreement (China Technology Development Group Corp)
Guarantee Unconditional. The obligations of each Guarantor as a guarantor under this Article Seventeen Section 9 shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:: ‑47‑
(a) any extension, renewal, settlement, compromise, waiver (to the extent permitted by applicable law) or release in respect of any obligation of the Company or of any other Guarantor under this Indenture Agreement or the Securities, any other Loan Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture Agreement or the Securitiesany other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other Guarantorof, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting affecting, the Company Company, any other Guarantor, or any other Guarantor or of their assets respective assets, or any resulting release or discharge of any obligation of the Company or of any other Guarantor contained in this Indenture or the Securitiesany Loan Document;
(ed) the existence of any claim, set-off set‑off or other rights any which the Guarantor may have at any time against the Company, any Holder Bank or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactions; provided that nothing herein shall prevent assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the assertion of Company, any such claim by separate suit other Guarantor or compulsory counterclaimany other Person or Property;
(f) any illegalityapplication 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 Guarantor for any reason of this Indenture Agreement or the Securities, of any other Loan Document or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor of the principal of or interest on the Note or any other amount payable by it under this Indenture or the SecuritiesLoan Documents; or
(gh) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such Guarantor’s the obligations hereunder. All rights of the Holder of any Security pursuant thereto or to Guarantor under this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorSection 9.
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor the Parent under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company Borrower or any other Guarantor Credit Party under this Indenture Agreement or the Securitiesany other Credit Document, by operation of law or otherwise;
(bii) any modification modification, amendment or amendment waiver of or supplement to this Indenture Agreement or the Securitiesany Credit Document;
(ciii) any release, impairment, non-perfection impairment or invalidity of any direct guarantee or indirect security other liability of any other Credit Party or third party for any obligation of the Company Borrower under this Agreement or any other Guarantor under this Indenture or the SecuritiesCredit Document;
(div) any change in the organizational corporate existence, structure or ownership of the Company Borrower or any other Guarantor, Credit Party or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Borrower or any other Guarantor or their assets or any resulting release or discharge of any obligation of the Company or any other Guarantor contained in this Indenture or the SecuritiesCredit Party;
(ev) the existence of any claim, set-off or other rights any Guarantor which the Parent may have at any time against the CompanyBorrower or any other Credit Party, the Administrative Agent, any Holder Lender or any other Person, whether or not arising in connection herewith with the Revolving Loans and this Agreement or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransaction;
(fvi) any illegality, invalidity or unenforceability relating to or against the Company Borrower or any other Guarantor Credit Party for any reason of this Indenture Agreement or the Securitiesany other Credit Document, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor Credit Party of any other amount payable by it under this Indenture Agreement or the Securitiesany other Credit Document; or
(gvii) any other act or omission to act or delay of any kind by the Companyany other Credit Party, any other Guarantor, any Holder Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)Section 11.2, constitute a legal or equitable discharge of such Guarantor’s the Parent's obligations hereunder. All rights of the Holder of any Security pursuant thereto or to under this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other GuarantorArticle XI.
Appears in 1 contract
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company under the Indenture or any other Guarantor under this Indenture or the SecuritiesSecurity, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Indenture or the Securitiesany Security;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any other Guarantor contained in this Indenture or the SecuritiesSecurity;
(ed) the existence of any claim, set-set off or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor for any reason of this the Indenture or the Securitiesany Security, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of each Guarantor under this Article Seventeen hereunder shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of Obligor under the Company or any other Guarantor under this Indenture or the SecuritiesAgreement, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or the SecuritiesAgreement;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of Obligor under the Company or any other Guarantor under this Indenture or the SecuritiesAgreement;
(d) any change in the organizational existence, structure or ownership of the Company or any other GuarantorObligor, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Obligor or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Obligor contained in this Indenture or the SecuritiesAgreement;
(e) the existence of any claim, set-off or other rights any which Guarantor may have at any time against the CompanyObligor, any Holder Beneficiary or any other Personentity, whether in connection herewith or with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Obligor for any reason of this Indenture or the Securities, Agreement or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal of or interest on any Security or by the Company or any other Guarantor Obligor of any other amount payable by it under this Indenture or the SecuritiesObligations; or
(g) any other act or omission to act or delay of any kind by the CompanyObligor, any other Guarantor, any Holder Beneficiary or any other Person person or any other circumstance whatsoever which that might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense (other than defense of payment) to Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: Guarantee Agreement (Riverstone VI Centennial QB Holdings, L.P.)
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company or any other Guarantor Issuer under this Indenture or the Securitiesany Security, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Indenture or the Securitiesany Security;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorIssuer, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company Issuer or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company or any other Guarantor Issuer contained in this Indenture or the Securitiesany Security;
(ed) the existence of any claim, set-set off or other rights any which the Guarantor may have at any time against the CompanyIssuer, any Holder the Trustee or any other Person, whether in connection herewith with this Indenture or any unrelated transactions; , provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegality, invalidity or unenforceability relating to or against the Company or any other Guarantor Issuer for any reason of this Indenture or the Securitiesany Security, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company Issuer of the principal of or interest on any Security or by the Company or any other Guarantor of any other amount payable by it the Issuer under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the CompanyIssuer, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Guarantee Unconditional. The obligations of each the Guarantor under this Article Seventeen shall be irrevocable, 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 (to the extent permitted by applicable law) or release in respect of any obligation of the Company under the Indenture or any other Guarantor under this Indenture or the SecuritiesDebenture, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Indenture or the Securitiesany Debenture;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Guarantor under this Indenture or the Securities;
(d) any change in the organizational corporate existence, structure or ownership of the Company or any other GuarantorCompany, or any insolvency, bankruptcy, examinership, reorganization or other similar proceeding affecting the Company or any other Guarantor or their its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any other Guarantor contained in this Indenture or the SecuritiesDebenture;
(ed) the existence of any claim, set-off or other rights any which the Guarantor may have at any time against the Company, any Holder the Trustee or any other Person, whether in connection herewith with the Indenture or any an unrelated transactions; transaction, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any illegalityinvalidity, invalidity irregularity or unenforceability relating to or against the Company or any other Guarantor for any reason of this the Indenture or the Securitiesany Debenture, or any provision of applicable law or regulation purporting to prohibit any borrowing by the Company or the payment by the Company of the principal Principal of or interest on any Security Debenture or by the Company or any other Guarantor of any other amount payable by it the Company under this Indenture or the SecuritiesIndenture; or
(gf) any other act or omission to act or delay of any kind by the Company, any other Guarantor, any Holder the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause (g)paragraph, constitute a legal or equitable discharge of such or defense to the Guarantor’s obligations hereunder. All rights of the Holder of any Security pursuant thereto or to this Guarantee or the Trustee on behalf of each Holder may be transferred or assigned at any time or from time to time and shall be considered to be transferred or assigned upon the transfer of such Security, whether with or without the consent of or notice to Parent, the Company or any other Guarantor.
Appears in 1 contract
Sources: First Supplemental Indenture (Comcast Holdings Corp)