Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required Lenders): 5.5.1 the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof; 5.5.2 the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; 5.5.3 the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral; 5.5.4 any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; 5.5.5 any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Law; or 5.5.6 any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Lilis Energy, Inc.), Credit and Guaranty Agreement (Lilis Energy, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required Lenders):
5.5.1 5.5.1. the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 5.5.2. the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 5.5.3. the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 5.5.4. any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 5.5.5. any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by the Collateral Agent or any Lender to proceed separately against any Collateral in accordance with such Secured Partyparty’s rights under any applicable Law; or
5.5.6 5.5.6. any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Amendment No. 4 and Joinder to Credit and Guaranty Agreement (Lilis Energy, Inc.), Credit and Guaranty Agreement (Lilis Energy, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or Affiliates or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s 's other SubsidiariesSubsidiaries or Affiliates, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Second Lien Guaranty and Security Agreement (Inverness Medical Innovations Inc), First Lien Guaranty and Security Agreement (Inverness Medical Innovations Inc)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and indefeasible payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersLender):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the performance in full and indefeasible payment in full of the Guaranteed ObligationsObligations (other than inchoate indemnity obligations).
Appears in 2 contracts
Sources: Guaranty and Security Agreement (iRhythm Technologies, Inc.), Guaranty and Security Agreement (iRhythm Technologies, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAgent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (CSAV Holding Corp.), Guaranty and Security Agreement (CSAV Holding Corp.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (of a surety or guarantor or any other than the performance in full and payment in full of the Guaranteed Obligations), whether obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following following:
(which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required Lenders):
5.5.1 a) the invalidity or unenforceability of any obligation of the Borrower Borrower's obligations under the Credit Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Obligations or any part thereof of them from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame;
5.5.3 the (c) failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workoutGuarantied Party's election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law;
(e) any borrowing or grant of a Lien by the Borrower, as debtor in possession, or extension of credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state or foreign law;
(f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party's claim (or claims) for repayment of the Obligations;
(g) any use of cash collateral under Section 363 of the Bankruptcy Code;
(h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;
(i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason;
(j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;
5.5.5 (k) failure by any foreclosure, whether Guarantied Party to file or not through judicial sale, and enforce a claim against the Borrower or its estate in any other sale bankruptcy or other disposition of insolvency case or proceeding;
(l) any Collateral or action taken by any Guarantied Party if such action is authorized hereby;
(m) any election following the occurrence of an Event of Default by any Lender Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s 's rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party's rights with respect to such real property;
(n) any applicable Lawchange in the corporate existence, ownership or structure of the Borrower or any other Loan Party;
(o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party;
(p) any Requirement of Law affecting any term of any Guarantor's obligations under this Guaranty; or
5.5.6 any other defense, setoff, counterclaim or (q) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (WCI Steel, Inc.), Guaranty (WCI Steel, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAgent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the a Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower a Borrower, any other Guarantor or any other Guarantor Person or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the a Borrower, any other Guarantor Guarantor, any other Credit Party or any of the a Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or;
5.5.6 (f) the failure of Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise;
(g) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the a Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations; or
(h) any of the items specified in Section 2.4 of the Canadian Revolving Guaranty and Security Agreement.
Appears in 2 contracts
Sources: u.s. Revolving Guaranty and Security Agreement (Real Industry, Inc.), u.s. Revolving Guaranty and Security Agreement (Real Industry, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor Holdings hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwisefollowing, and hereby agrees that its obligations under this Guaranty Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this GuarantyAgreement, in each case except as otherwise agreed in writing by the Required LendersBMO):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower any Obligor or any other Guarantor guarantor under any Loan Document Guaranteed Credit Facility or any Finance Instrument or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any of the Guaranteed Obligation Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower any Obligor or any other Guarantor guarantor or other action to enforce any of the same or (ii) any action to enforce any Loan Document Guaranteed Credit Facility or any Lien Finance Instrument or any security thereunder;
5.5.3 (c) the failure by any Person person to take any steps to perfect and maintain any Lien security interest on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrowerany Obligor, any other Guarantor guarantor or any of the BorrowerObligor’s other Subsidiaries subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election election, following the any default or occurrence of an Event event of Default default under any Guaranteed Credit Facility or any Finance Instrument, by any Lender BMO to proceed separately against any Collateral in accordance with such Secured Party’s its rights under any applicable Lawlaw; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrowerany Obligor, any other Guarantor guarantor or any of the BorrowerObligor’s other Subsidiariessubsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Guaranty Agreement (Rush Enterprises Inc \Tx\), Guaranty Agreement (Rush Enterprises Inc \Tx\)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by Agent or the Required Lenders):
5.5.1 (a) the invalidity or unenforceability of any obligation of the a Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the a Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the a Borrower, any other Guarantor or any of the a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the a Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the performance in full and indefeasible payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (Horizon Pharma, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAgent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default that is continuing by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (Papa Murphy's Holdings, Inc.), Guaranty and Security Agreement (Papa Murphy's Holdings, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full in cash of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAgent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower Borrowers or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Borrowers or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerBorrowers, any other Guarantor or any of the a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Credit Party to proceed separately against any Collateral in accordance with such Secured Credit Party’s rights under any applicable LawLaws; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the any Borrower, any other Guarantor or any of the a Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (Vertex Energy Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower Borrowers or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Borrowers or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerBorrowers, any other Guarantor or any of the Borrower’s Borrowers’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerBorrowers, any other Guarantor or any of the Borrower’s Borrowers’ other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Guaranty and Security Agreement (Bombay Company Inc), Guaranty and Security Agreement (Bombay Co Inc)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s 's other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s 's rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the such Borrower’s 's other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty, Pledge and Security Agreement (PROS Holdings, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (of a surety or guarantor or any other than the performance in full and payment in full of the Guaranteed Obligations), whether obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following of:
(which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required Lenders):
5.5.1 a) the invalidity or unenforceability of any obligation of the Borrower Guarantied Obligations or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereofof them;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof of them from the any Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereundersame;
5.5.3 the (c) failure by any Person Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workoutGuarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws;
(e) any borrowing or grant of a Lien by any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws;
(f) the disallowance, under Section 502 of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Guarantied Obligations;
(g) any use of cash collateral under Section 363 of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws;
(h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;
(i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason;
(j) any bankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Borrower, any other Guarantor or any of the BorrowerCompany’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Guarantied Obligations (or any part of them or interest thereon) in or as a result of any such proceeding;
5.5.5 (k) failure by any foreclosure, whether Guarantied Party to file or not through judicial sale, and enforce a claim against any other sale Borrower or other disposition of its estate in any Collateral bankruptcy or insolvency case or proceeding;
(l) any action taken by any Guarantied Party if such action is authorized hereby;
(m) any election following the occurrence of an Event of Default by any Lender Guarantied Party to proceed separately against any the personal property Collateral in accordance with such Secured Guarantied Party’s rights under the UCC (or other applicable legislation) or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property;
(n) any applicable Lawchange in the corporate existence or structure of any Borrower or any other Loan Party (other than as permitted in the Credit Agreement);
(o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party;
(p) any Requirement of Law affecting any term of any Guarantor’s obligations under this Guaranty; or
5.5.6 any other defense, setoff, counterclaim or (q) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the performance in full and payment in full of the Guaranteed Guarantied Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and indefeasible payment in full of the Guaranteed ObligationsObligations in cash or other immediately available funds), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersPurchasers):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower any Issuers or any other Guarantor under any Loan Note Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower any Issuer or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunderNote Document;
5.5.3 the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral(c) [Reserved.];
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrowerany Issuer, any other Guarantor or any of the Borrower’s Issuers’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Law; or
5.5.6 (e) [Reserved.];
(f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrowerany Issuer, any other Guarantor or any of the Borrower’s Issuers’ other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees agrees, in each case to the extent permitted by law, not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAgent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (WII Components, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and indefeasible payment in full of the Guaranteed ObligationsObligations (other than contingent indemnification or reimbursement obligations to the extent no claim giving rise thereto has been asserted)), whether arising in connection with or in respect of any of the following clauses (a) through (f) or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following clauses (a) through (f) (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersCollateral Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 ; (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 ; (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 ; (d) any workout, insolvency, bankruptcy proceeding, reorganization, examinership, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 ; (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default and during the continuance thereof by the Collateral Agent, on behalf of Lenders and any Lender other Secured Party, to proceed separately against any Collateral in accordance with such Secured Partythe Collateral Agent’s rights and the rights of any Lender or other Secured Party under any applicable Requirements of Law; or
5.5.6 any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged (except as a result of payment in full in cash of all Guaranteed Obligations) as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersCollateral Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower Issuer or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Issuer or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any second priority Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerIssuer, any other Guarantor or any of the BorrowerIssuer’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerIssuer, any other Guarantor or any of the BorrowerIssuer’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Princeton Review Inc)
Guaranty Absolute and Unconditional. Each Guarantor The U.S. Borrower hereby waives and agrees not to assert any defense (of a surety or guarantor or any other than the performance in full and payment in full of the Guaranteed Obligations), whether obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Article X (Guaranty) are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following of: FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 117 (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required Lenders):
5.5.1 a) the invalidity or unenforceability of any obligation of the Borrower any Euro Borrower’s obligations under this Agreement or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation of the Guarantied Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Guarantied Obligations or any part thereof;
5.5.2 of them; (b) the absence of (i) any attempt to collect any Guaranteed Obligation the Guarantied Obligations or any part thereof of them from the any Euro Borrower or any other Guarantor or other action to enforce the same or same; (iic) any action to enforce Guarantied Parties’ election, in any Loan Document proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (d) any borrowing or grant of a Lien by any Euro Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any Lien thereunder;
5.5.3 portion of the failure by Administrative Agent’s or Lender’s claim (or claims) for repayment of the Guarantied Obligations; (f) any Person use of cash collateral under Section 363 of the Bankruptcy Code; (g) any agreement or stipulation as to take the provision of adequate protection in any steps to perfect and maintain bankruptcy proceeding; (h) the avoidance of any Lien on, in favor of the Guarantied Parties or to preserve any rights with respect to, of them for any Collateral;
5.5.4 reason; (i) any workoutbankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the any Euro Borrower, any other Guarantor the U.S. Borrower or any of the any Euro Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including without limitation, any discharge or disallowance of, or bar or stay against collecting, all or any Guaranteed Obligation of the Guarantied Obligations (or any part of them or interest thereon) in or as a result of any such proceeding;
5.5.5 ; (j) failure by any foreclosureGuarantied Party to file or enforce a claim against any Euro Borrower or its estate in any bankruptcy or insolvency case or proceeding; (k) any action taken by any Guarantied Party that is authorized hereby; (l) any rescission, whether waiver, amendment or not through judicial salemodification of, and or any release from any of the terms or provisions of, this Agreement, any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Law; or
5.5.6 any other defense, setoff, counterclaim Loan Document or any other agreement; or (m) any (x) laws, regulations or acts of any legislative body or Governmental Authority or (y) any economic, political, regulatory or other events, including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total or partial expropriation of the Borrowers’ property, that would otherwise constitute a defense available to any obligor or guarantor of, or a discharge of, or otherwise affect, the obligations hereunder; or FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 118 (n) any other circumstance that which might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the performance in full and payment in full of the Guaranteed Guarantied Obligations.
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required Lenders):
5.5.1 5.5.1. the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 5.5.2. the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 5.5.3. the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 5.5.4. any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 5.5.5. any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Law; or
5.5.6 5.5.6. any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged (except as a result of payment in full in cash of all Guaranteed Obligations) as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Princeton Review Inc)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligationscash or other immediately available funds), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAgent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Constar International Inc)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any Secured Party taking or not taking any of the following actions or the occurrence or non-occurrence of any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Assisted Living Concepts Inc)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirements of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Medical Staffing Network Holdings Inc)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives This Guaranty is a guaranty of payment and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwisecollection, and hereby agrees that its the Secured Creditors will not be required to exhaust any right or remedy or take any action against the Borrower or any other Person or any collateral securing the Indebtedness. The obligations of each Guarantor under this Guaranty are irrevocablewill be continuing, absolute and unconditional and shall and, without limiting the generality of the foregoing, will not be released, discharged as a result of or otherwise affected by by:
(a) any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required Lenders):
5.5.1 the invalidity or unenforceability of any obligation Loan Document, Secured Swap Agreement or Bank Products Agreement, any of the Indebtedness or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Creditor;
(b) any provision of applicable Law purporting to prohibit the payment by the Borrower or any Guarantor of any Guaranteed Obligation;
(c) any release or discharge of the Borrower or any other Guarantor primary or secondary obligor of any of the Guaranteed Obligations;
(d) any modification, amendment, restatement or waiver of or supplement to any Loan Document, Secured Swap Agreement or Bank Products Agreement or any increase in the amount of credit extended or amount borrowed under any Loan Document Document, Secured Swap Agreement or Bank Products Agreement or any other agreement increase of the Guaranteed Obligations;
(e) any extension, renewal, settlement, compromise, waiver or instrument relating thereto (including forbearance in respect of any amendmentGuaranteed Obligation, consent by operation of Law or waiver thereto)otherwise, or any security for, or other guaranty of, assignment of any Guaranteed Obligation or by any part thereofSecured Creditor;
(f) any taking, or the lack of acceptance, application, release, impairment, non-perfection or continuing perfection or failure of priority invalidity of any collateral securing the Indebtedness or other direct or indirect security for the any Guaranteed Obligations or any part thereofObligation;
5.5.2 the absence of (ig) any attempt to collect any Guaranteed Obligation change in the corporate existence, structure or any part thereof from ownership of the Borrower or any Guarantor;
(h) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document their respective assets or any Lien thereunderresulting release or discharge of any Guaranteed Obligation;
5.5.3 (i) the failure by existence of any Person to take defense, set-off, counterclaim or other rights (other than a defense of payment) that any steps to perfect and maintain Guarantor may have at any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or time against the Borrower, any other Guarantor Guarantor, any Secured Creditor or any of other Person, whether in connection with the Borrower’s other Subsidiaries Credit Agreement or any procedureunrelated transactions, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result provided that nothing herein will prevent the assertion of any such proceedingclaim by separate suit or compulsory counterclaim;
5.5.5 any foreclosure, whether or not through judicial sale, and (j) any other sale act or other disposition failure to act or delay of any Collateral or any election following the occurrence of an Event of Default kind by any Lender to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Law; or
5.5.6 any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any Guarantor, any Secured Creditor or any other Guarantor Person;
(k) any sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or any Guarantor;
(l) the fact that any Mortgaged Property or Lien contemplated or intended to be given, created or granted as security for the repayment of the Indebtedness shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Borrower’s other Subsidiaries, in each case other than Mortgaged Property for the performance in full and payment in full Indebtedness;
(m) the absence of any attempt to collect the Guaranteed Obligations.Indebtedness or any part of them from the Borrower or any Guarantor;
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAgent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the a Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the a Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the a Borrower, any other Guarantor or any of the a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender the Agent and Secured Parties to proceed separately against any Collateral in accordance with such Secured Party’s Parties’ rights under the Loan Documents or any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the a Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the any Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the any Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the any Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries of any Borrower or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the any Borrower, any other Guarantor or any other Subsidiaries of the any Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Palm Harbor Homes Inc /Fl/)
Guaranty Absolute and Unconditional. Each Guarantor GMS hereby waives and agrees not to assert any defense (of a surety or guarantor or any other than the performance in full and payment in full of the Guaranteed Obligations), whether obligor on any obligations arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged or otherwise affected as a result of or otherwise affected by any of the following following:
(which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required Lenders):
5.5.1 a) the invalidity or unenforceability of any obligation of Loan Party’s obligations under the Borrower Purchase Agreement, the Notes or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto)Transaction Document, or any security for, or other guaranty of, any of the Guaranteed Obligation Obligations or any part thereof, of them or the lack of perfection or continuing perfection or failure of priority of any security for in the Guaranteed Obligations or any part thereofof them;
5.5.2 (b) the absence of (i) any attempt to collect any the Guaranteed Obligation Obligations or any part thereof of them from the Borrower or any other Guarantor Loan Parties or other action to enforce the same same;
(c) the Agent’s or any Purchaser’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;
(iid) any action to enforce any borrowing or grant of a Lien by the a Loan Document Party, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;
(e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any Lien thereunderportion of the Agent’s or any Purchaser’s claim (or claims) for repayment of the Guaranteed Obligations;
5.5.3 (f) any use of cash collateral under Section 363 of the failure by Bankruptcy Code;
(g) any Person agreement or stipulation as to take the provision of adequate protection in any steps to perfect and maintain bankruptcy proceeding;
(h) the avoidance of any Lien on, in favor of the Agent or to preserve any rights with respect to, Purchaser for any Collateralreason;
5.5.4 (i) any workoutbankruptcy, insolvency, bankruptcy proceeding, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrowerany Loan Party, any other Guarantor or any of the Borrower’s Loan Parties’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunderSubsidiaries, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;
5.5.5 (j) failure by the Agent or any foreclosurePurchaser to file or enforce a claim against any Loan Party or its estate in any bankruptcy or insolvency case or proceeding;
(k) any action taken by the Agent or any Purchaser if such action is authorized hereby;
(l) Loan Parties’ inability to pay the Guaranteed Obligations, whether by contractual obligation or not through judicial sale, and any other sale or other disposition of any Collateral or otherwise;
(m) any election following the occurrence of an Event of Default by the Agent or any Lender Purchaser to proceed separately against any the personal property Collateral in accordance with such Secured Partythe Agent’s or any Purchaser’s rights under the Uniform Commercial Code or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with the Agent’s or any applicable LawPurchaser’s rights with respect to such real property; or
5.5.6 any other defense, setoff, counterclaim or (n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Borrower, a surety or guarantor or any other Guarantor or obligor on any of the Borrower’s other Subsidiariesobligations, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty (Mirion Technologies, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and indefeasible payment in full of the Guaranteed ObligationsObligations in cash or other immediately available funds), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this GuarantyAgreement, in each case except as otherwise agreed in writing by the Required LendersLender):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower Company or any other Guarantor guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security granted for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security granted for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Company or any other Guarantor guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunderDocument;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien lien on, or to preserve any rights with respect to, any Collateralcollateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerCompany, any other Guarantor guarantor or any of the BorrowerCompany’s other Subsidiaries affiliates or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral collateral or any election following the occurrence of an Event of Default by any the Lender to proceed separately against any Collateral collateral in accordance with such Secured Partythe Lender’s rights under any applicable Lawlaw; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerCompany, any other Guarantor guarantor or any of the BorrowerCompany’s other Subsidiariesaffiliates, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute absolute, and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Agent (at the direction of the Required DIP Lenders):
5.5.1 the (a) The invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any DIP Loan Document or any other agreement or instrument relating thereto (including any amendment, consent consent, or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 the (b) The absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same same, or (ii) any action to enforce any DIP Loan Document or any DIP Lien thereunder;
5.5.3 the (c) The failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any DIP Collateral;
5.5.4 any (d) Any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation liquidation, or dissolution by or against the Borrower, any other Guarantor Guarantor, or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action action, or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;; 110
5.5.5 any (e) Any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any DIP Collateral or any election following the occurrence of an Event of Default by the Agent or any DIP Lender to proceed separately against any DIP Collateral in accordance with the Agent’s or such Secured PartyDIP Lender’s rights under any applicable Law; or
5.5.6 any (f) Any other defense, setoff, counterclaim counterclaim, or any other circumstance that might may otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor Guarantor, or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (TerraVia Holdings, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and indefeasible payment in full of the Guaranteed Obligations), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersCollateral Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by the Collateral Agent on behalf of Lenders and any Lender other Secured Party to proceed separately against any Collateral in accordance with such the Collateral Agent’s, Lenders’ and any other Secured Party’s rights under any applicable Requirements of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the performance in full and indefeasible payment in full of the Guaranteed ObligationsObligations (other than inchoate indemnity obligations).
Appears in 1 contract
Sources: Loan Agreement (TESARO, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this GuarantyAgreement, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the any Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any of the Guaranteed Obligation Obligations or any part thereofof them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereofof them;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce any of the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the any Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or Affiliates or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other SubsidiariesSubsidiaries or Affiliates, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full absolute, unconditional and irrevocable payment in full of the Guaranteed ObligationsObligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), whether arising in connection with or in respect of any of the following clauses (a) through (f) or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following clauses (a) through (f) (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersCollateral Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default and during the continuance thereof by the Collateral Agent, on behalf of Lenders and any Lender other Secured Party, to proceed separately against any Collateral in accordance with such Secured Partythe Collateral Agent’s rights and the rights of any Lender or other Secured Party under any applicable Requirements of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the performance in full absolute, unconditional and irrevocable payment in full of the Guaranteed ObligationsObligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted).
Appears in 1 contract
Sources: Loan Agreement (UroGen Pharma Ltd.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agents):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or Affiliates or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Sale of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other SubsidiariesSubsidiaries or Affiliates, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s Holdings’ other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition Disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable LawLaws; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s Holdings’ other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (University Club, Inc. (FL))
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersCollateral Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor a Loan Party under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor a Loan Party or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Applicable Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty, Pledge and Security Agreement (Cinedigm Digital Cinema Corp.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersAdministrative Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any other Subsidiary of the Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty and Security Agreement (FTE Networks, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersCollateral Agent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower Company or any other Guarantor under any Loan Transaction Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof or from the Borrower Company or any other Guarantor or other action to enforce any of the same or (ii) any action to enforce any Loan Transaction Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerCompany, any other Guarantor or any of the BorrowerCompany’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Sale involving Collateral or any election following the occurrence of an Event of Default by any Lender Beneficiary to proceed separately against any Collateral in accordance with such Secured PartyBeneficiary’s rights under any applicable Lawlaw (including any applicable Regulation or Consent of any Governmental Authority); or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerCompany, any other Guarantor or any of the BorrowerCompany’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guaranty (ReShape Lifesciences Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full defense of the Guaranteed Obligationspayment), whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Required LendersInitial Holder):
5.5.1 (a) the invalidity or unenforceability of any obligation of the Borrower Company, Co-Issuer or any other Guarantor under any Loan Note Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower Company, Co-Issuer or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Note Document or any Lien lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien lien on, or to preserve any rights with respect to, any CollateralCollateral (as defined in the Security Agreement);
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the BorrowerCompany, Co-Issuer, any other Guarantor or any of the BorrowerCompany’s or Co-Issuer’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral (as defined in the Security Agreement) or any election following during the occurrence of an Event of Default by any Lender Initial Holder to proceed separately against any Collateral (as defined in the Security Agreement) in accordance with such Secured PartyInitial Holder’s rights under any applicable Lawlaw; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the BorrowerCompany, Co-Issuer, any other Guarantor or any of the BorrowerCompany’s or Co-Issuer’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed ObligationsObligations (other than contingent indemnification and expense reimbursement obligations to the extent no claim giving rise thereto has been asserted).
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Gelesis Holdings, Inc.)
Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense (other than the performance in full and payment in full of the Guaranteed Obligations)defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which which, the maximum extent permitted by law, may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except in connection with a compulsory counterclaim or as otherwise agreed in writing by the Required LendersAgent):
5.5.1 (a) the invalidity or unenforceability of any obligation of the any other Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;
5.5.2 (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the any other Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;
5.5.3 (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;
5.5.4 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the a Borrower, any other Guarantor or any of the a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;
5.5.5 (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or
5.5.6 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the a Borrower, any other Guarantor or any other Subsidiary of the a Borrower’s other Subsidiaries, in each case other than the performance in full and payment in full of the Guaranteed Obligations.
Appears in 1 contract