Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 6 contracts
Sources: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (Corning Inc /Ny)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the applicable Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and to the extent not prohibited by applicable law, the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement Agreement, and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, if any, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.
Appears in 5 contracts
Sources: Credit Agreement (LUBRIZOL Corp), Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Designated Subsidiary under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full) it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this AgreementAgreement or the Notes, any Note or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Designated Subsidiary under or in respect of this Agreement and or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Designated Subsidiary or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Designated Subsidiary or any of its Subsidiaries;
(fe) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Borrower Designated Subsidiary now or hereafter in the future known to the Agent or such Lender Lender, as the case may be (the Company waiving any duty on the part of the Agent and or the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(hf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Designated Subsidiary or the Company or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Designated Subsidiary or otherwise, all as though such payment had not been made.
Appears in 5 contracts
Sources: Five Year Credit Agreement (Hershey Co), Five Year Credit Agreement (Hershey Co), Credit Agreement (Hershey Co)
Guaranty Absolute. The Company guarantees guaranties that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Bank or the Agent or any Lender with respect thereto. The obligations Obligations of the Company under or in respect of this Guaranty Article XI are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this GuarantyArticle XI, irrespective of whether any action is brought against any Borrower Borrowing Subsidiary or Account Subsidiary or whether any Borrower Borrowing Subsidiary or Account Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses defense it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Agreement or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesGuarantied Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseAgreement;
(c) any taking, exchange, release or non-perfection of any collateral, collateral or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Guarantied Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Borrowing Subsidiary or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsAccount Subsidiary; or
(he) any other circumstance (including, without limitation, including any statute of limitationslimitations to the fullest extent permitted by applicable law) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the Company, any Borrower Borrowing Subsidiary or any Account Subsidiary or other guarantor or suretyguarantor. This Guaranty guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned by any Bank or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Borrowing Subsidiary or Account Subsidiary or otherwise, all as though such payment had not been made.
Appears in 5 contracts
Sources: Credit Agreement (Graco Inc), Credit Agreement (Graco Inc), Credit Agreement (Graco Inc)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Credit Agreement and the Notesother Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Bank with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ under or in respect of this Credit Agreement and the Notesother Loan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or whether any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Credit Agreement, any Note other Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ under or in respect of this Credit Agreement and the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Credit Agreement or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ under this Credit Agreement and the Notes other Loan Documents or any other assets of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate company (or equivalent) structure or existence of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender Bank to disclose to the Company ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ now or hereafter known to the Administrative Agent or such Lender Bank (the Company waiving any duty on the part of the Administrative Agent and the Lenders Banks to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Bank that might otherwise constitute a defense available to, or a discharge of, any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender Bank or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or otherwise, all as though such payment had not been made.
Appears in 5 contracts
Sources: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty Article VII are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty Article VII shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this AgreementAgreement (other than this Article VII), any Note the Notes or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of any Lender or the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to such Lender or the Agent or such Lender (the Company waiving any duty on the part of the Agent Lenders and the Lenders Agent to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(hg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender or the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, the Company (in its capacity as guarantor), any Borrower or any other guarantor or surety. This Guaranty Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 5 contracts
Sources: Five Year Credit Agreement (Eastman Chemical Co), Credit Agreement (Eastman Chemical Co), Five Year Credit Agreement (Eastman Chemical Co)
Guaranty Absolute. The Company SEI guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCredit Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower SEI under or in respect of this Agreement and are independent of the Notes, Guaranteed Obligations and a separate action or actions may be brought and prosecuted against the Company SEI to enforce this GuarantyAgreement, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company SEI under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Credit Agreement or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this any Credit Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower agreement or any of its Subsidiaries or otherwiseinstrument relating thereto;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or
(hd) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Borrower that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or suretySEI. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made. This Agreement shall not confer upon the Agent and the Lenders or any other Person any right of payment or enforcement with respect to the Borrower under the Credit Agreements and the Notes that is in any manner broader or more expansive than such Person's rights of payment and enforcement, if any, with respect to the Borrower under the Credit Agreements and the Notes.
Appears in 4 contracts
Sources: Credit Agreement (Mirant Corp), Credit Agreement (Mirant Corp), Credit Agreement (Mirant Americas Generating LLC)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The To the extent permitted under applicable laws, the liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any the Borrower under this Agreement and the Notes Loan Documents or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Administrative Agent or such Lender (the Company Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);; or
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any of the Borrower or any other guarantor or suretythe Guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement (Teva Pharmaceutical Industries LTD), Credit Agreement (Teva Pharmaceutical Industries LTD)
Guaranty Absolute. The Company PPG guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notesapplicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender or Issuing Lender with respect thereto. The obligations of the Company PPG under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesapplicable Loan Documents, and a separate action or actions may be brought and prosecuted against the Company PPG to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company PPG under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company PPG hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and or any of the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Noteof the other Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or any of the Notes other Loan Documents or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender or Issuing Lender to disclose to the Company any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to the Administrative Agent or such Lender or Issuing Lender (the Company PPG waiving any duty on the part of the Agent Administrative Agent, the Lenders and the Issuing Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations;
(h) the enactment of any exchange controls in the jurisdiction of any Designated Subsidiary or any Governmental Authority thereof, or the occurrence of any adverse political or economic development in the jurisdiction of any Designated Subsidiary; or
(hi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender or Issuing Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or Issuing Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.
Appears in 4 contracts
Sources: Amendment to Credit Agreement (PPG Industries Inc), Five Year Credit Agreement (PPG Industries Inc), Credit Agreement (PPG Industries Inc)
Guaranty Absolute. The Company guarantees Guarantor guarantees, to the extent permitted by Applicable Law, that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Party with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesCredit Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(ai) any lack of validity or enforceability of this Agreement, any Note Credit Document or any agreement or instrument relating thereto;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesCredit Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteCredit Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(div) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower Credit Party under this Agreement and the Notes Credit Documents or any other assets Property of any Borrower or any of its SubsidiariesCredit Party;
(ev) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCredit Party;
(fvi) any failure of the Agent or any Lender Party to disclose to the Company any Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information)Party;
(gvii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; or
(hviii) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Borrower Credit Party or any other guarantor or surety. This Guaranty shall continue to be effective or shall be automatically reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Party or any other Person upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization liquidation of Borrower or otherwise, or upon the dissolution of, or appointment of any intervenor or conservator of, or trustee or similar official for, Guarantor or Borrower or any substantial part of Guarantor’s or any other Credit Party’s assets, or as a result of any settlement or compromise with any Person (including Guarantor) in respect of such payment, or otherwise, all as though such payment payments had not been made, and Guarantor shall pay Administrative Agent and Hermes Agent on demand all reasonable costs and expenses for which an invoice has been provided (including reasonable fees of counsel) incurred by Administrative Agent or Hermes Agent, respectively, in connection with such rescission or restoration.
Appears in 4 contracts
Sources: Guaranty (Foresight Energy LP), Guaranty (Foresight Energy LP), Guaranty (Foresight Energy Partners LP)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the applicable Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and to the Company extent not prohibited by applicable law, the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement Agreement, and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, if any, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company Guarantor waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 3 contracts
Sources: Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any of the Agent or any Lender Guaranteed Parties with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Agreement or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect of to this Agreement and the NotesAgreement, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteAgreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwiseotherwise pursuant to the terms of this Agreement;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect to this Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender Guaranteed Party to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Agent or such Lender Guaranteed Party (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Guaranteed Parties to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, any the Guarantor, the Borrower or any other guarantor or surety. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any of the Agent or any Lender Guaranteed Parties or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 3 contracts
Sources: Annual Report, Five Year Credit Agreement (Gatx Financial Corp), Five Year Credit Agreement (Gatx Corp)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations Guaranteed Obligations of the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International under or in respect of this Guaranty are independent of the Guaranteed Obligations or of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, and any other obligations Obligations of any other Designated Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International to enforce this Guaranty, irrespective of whether any action is brought against ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Borrower or whether any Designated Borrower is joined in any such action or actions. This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International of the Guaranteed Obligations. The liability of the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Designated Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Borrower or any of its the Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations Obligations of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Designated Borrower under this Agreement and the Notes Loan Documents or any other assets of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Designated Borrower or any of its their respective Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Loan Party or any of the Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Designated Borrower or its Subsidiariesassets or any resulting release or discharge of any Guaranteed Obligation;
(f) the existence of any claim, set-off or other right which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction;
(g) any invalidity or unenforceability relating to or against any Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations;
(h) any failure of the Agent or any Lender to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender (the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International waiving any duty on the part of the Agent and the Lenders to disclose such information);
(gi) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any such other guarantor or surety with respect to the Guaranteed Obligations; or
(hj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a legal or equitable defense available to, or a discharge of, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, any Designated Borrower or any surety other guarantor or suretythan indefeasible payment in full in cash of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any Borrower Loan Party or otherwise, all as though such payment had not been made.
Appears in 3 contracts
Sources: Credit Agreement (Mettler Toledo International Inc/), Credit Agreement (Mettler Toledo International Inc/), Credit Agreement (Mettler Toledo International Inc/)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Credit Party with respect thereto. The obligations Obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Guarantor under or in respect of this Agreement and are independent of the NotesGuaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. This Agreement is a present and continuing, absolute and unconditional guarantee of payment when due, and not of collection, by Guarantor. The liability of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Parent or any of its Subsidiaries or otherwise;
(c) any taking, exchangerelease, release or non-perfection of any collateral, or any taking, release subordination or amendment or waiver of, or consent to departure from, any other guarantyguarantee (if any), for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower the Parent or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding under Debtor Relief Laws affecting the Parent, the Borrower or their assets or any resulting release or discharge of any Guaranteed Obligation;
(e) the existence of any claim, setoff or other right which Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction;
(f) any provision of applicable Law purporting to prohibit the payment or performance by the Parent or the Borrower of any of the Obligations of such Person;
(g) any failure of the Agent or any Lender Credit Party to disclose to the Company Parent or the Borrower any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any the Parent or the Borrower now or hereafter known to the Agent or such Lender Credit Party (the Company waiving Guarantor waives any duty on the part of the Agent and the Lenders Credit Parties to disclose such information);
(gh) the failure of any other Person to execute or deliver this Guaranty or any other guaranty guarantee or agreement or the release or reduction of liability of the Company Guarantor or other guarantor (if any) or surety (if any) with respect to the Guaranteed Obligations; or
(hi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Credit Party that might otherwise constitute a defense available to, or a discharge of, any the Parent, the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 3 contracts
Sources: Parent Guaranty Agreement, Parent Guaranty Agreement (Gilead Sciences Inc), Credit Agreement (Gilead Sciences Inc)
Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notesother Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesother Loan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(ai) any lack of validity or enforceability of this Agreement, any Note other Loan Document or any agreement or instrument relating thereto;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(div) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes other Loan Documents or any other assets of any Borrower or any of its Subsidiaries;
(ev) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(fvi) any failure of the Administrative Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Administrative Agent or such Lender (the Company waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);
(gvii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(hviii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. .
(b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 3 contracts
Sources: Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Loan Agreement (American Tower Corp /Ma/)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms and provisions of this Agreement and the NotesTerms, regardless of any law, regulation regulation, order or order judgment now or hereafter in effect in any jurisdiction affecting any of such terms the Terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall continue and be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any Any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating theretoof the Terms;
(b) any Any change in the time, manner or place of payment of, or in any other term term, including the applicable rate of interest, of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesTerms, or any other amendment renewal, extension, amendment, modification or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Terms;
(c) Any act or omission of Lender of any takingnature whatsoever, excluding any willful or wanton misconduct or gross negligence on the part of Lender;
(d) With respect to the Guarantor, the Borrower or any other person or entity liable in respect of the Borrower, any failure to obtain required authorization by all necessary corporate or other action relating to the incurring by the Borrower of the Obligations or to the execution, delivery, or performance of any of the Terms, or to any violation of any provision of any organizational documents, or any other document, instrument or agreement occasioned by the incurring of the Terms, by the execution, delivery or performance of any of the Terms, or by any failure of same to have been duly authorized by all necessary corporate or other action;
(e) Any release (other than a release of Guarantor from this Guaranty), amendment, waiver, modification, extension or renewal of or consent to departure from or forbearance of any other action or inaction under or in respect of this Guaranty or any other of the Terms;
(f) Any exchange, release release, forbearance or non-perfection surrender of or any other action or inaction with respect to any collateral at any time and from time to time now or hereafter securing any or all of the Obligations or Terms or the liability of the Borrower, the Guarantor or any other person or entity in respect of all or any of the Terms or any failure to perfect or continue as perfected any security interest or other lien with respect to any such collateral, or any taking, release loss or amendment or waiver ofdestruction of any such collateral, or consent to departure from, any other guaranty, matter impairing the value of such collateral as security for all or any of the Guaranteed Obligations;
(d) Terms or the liability of the Guarantor or any manner other person or entity in respect of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);Terms; or
(g) the failure Any other circumstance or matter of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender nature whatsoever that might otherwise constitute a defense (other than payment) available to, or a discharge of, any Borrower the Borrower, the Guarantor or any other guarantor person or suretyentity liable to Lender in respect of any of the Terms which arises out of the bankruptcy or insolvency of the Borrower. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time regardless of whether any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower person or otherwiseentity or for any reason whatsoever, all as though such payment had not been made. The Obligations of Guarantor hereunder shall be absolute and primary, shall be complete and binding as to Guarantor upon its execution of this Guaranty, shall be subject to no conditions precedent, and shall be independent of and cumulative to any other of the Terms, and Lender may exercise any of its rights and remedies under this Guaranty, any other of the Terms or otherwise singly or concurrently.
Appears in 3 contracts
Sources: Term Promissory Note (Pioneer Railcorp), Loan Agreement (Pioneer Railcorp), Guaranty (Pioneer Railcorp)
Guaranty Absolute. This Indenture Guarantee is irrevocable, absolute, present and unconditional. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesIndenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender the Holders with respect thereto. The Guarantor further agrees that this Indenture Guarantee constitutes a guarantee of payment, performance and compliance (and not a guarantee of collection). The obligations of the Company Guarantor under or in respect of this Guaranty Indenture Guarantee are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyIndenture Guarantee, irrespective of whether any action is brought against any Borrower the Company or whether any Borrower the Company is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Indenture Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note the Indenture or the Securities with respect to the Company or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Indenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise;
(c) the failure to give notice to the Guarantor of the occurrence of an Event of Default under the provisions of the Indenture or the Securities;
(d) any taking, exchange, release or non-perfection nonperfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any changefailure, restructuring omission, delay by or termination inability on the part of the corporate structure Trustee or existence of the Holders to assert or exercise any Borrower right, power or any of its Subsidiariesremedy conferred on the Trustee or the Holders in the Indenture or the Securities;
(f) any failure change in the corporate structure, or termination, dissolution, consolidation or merger of the Agent Company or the Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or the Guarantor, the marshaling of the assets and liabilities of the Company or any Lender to disclose to guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Company or the Guarantor, or any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information)assets of either of them;
(g) the failure assignment of any other Person to execute right, title or deliver this Guaranty interest of the Trustee or any other guaranty or agreement Holder in the Indenture or the release or reduction of liability of the Company or Securities to any other guarantor or surety with respect to the Guaranteed ObligationsPerson; or
(h) any other circumstance (includingevent or circumstance, without limitationwhether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any the Guarantor, other guarantor than payment in full of the Guaranteed Obligations; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to the Indenture or suretythe Securities. This Guaranty Indenture Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or Trustee, any Lender Holder or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment or performance had not been mademade or occurred. Except as expressly set forth in Section 1.3 below, and Section 8.01(b) of the Indenture, the obligations of the Guarantor under this Indenture Guarantee shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.
Appears in 3 contracts
Sources: Second Supplemental Indenture (Revlon Inc /De/), First Supplemental Indenture (Revlon Inc /De/), Second Supplemental Indenture (Revlon Inc /De/)
Guaranty Absolute. The Company (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower other Loan Party or whether any Borrower other Loan Party is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower other Loan Party under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Loan Party or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower Loan Party under this Agreement and the Notes Loan Documents or any other assets of any Borrower Loan Party or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Loan Party or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender (the Company each Guarantor waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the Company any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower other Loan Party or otherwise, all as though such payment had not been made.
Appears in 3 contracts
Sources: Credit Agreement (Chemtura CORP), Credit Agreement (Chemtura CORP), Credit Agreement (Chemtura CORP)
Guaranty Absolute. The Company Subject to Section 5(c) hereof, each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional indebtedness, obligations and liabilities for which Guarantors may be liable hereunder after the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not the Company has properly authorized incurring such additional indebtedness, obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by any Creditor Party to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Company Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of this Guaranty are independent of the Guaranteed Documents or any other instruments or agreements relating to the Obligations or any other obligations assignment or transfer of any other Borrower under or in respect of this Agreement and the Notesthereof, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(ab) any lack of validity or enforceability of this Agreementany Document or other documents, any Note instruments or any agreement or instrument agreements relating thereto;
(b) any change in to the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations assignment or transfer of any Borrower under or in respect of this Agreement and the Notesthereof, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any takingfurnishing of any additional security to the Creditor Parties or their assignees or any acceptance thereof or any release of any security by the Creditor Parties or their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or non-perfection nonperfection of any collateral, or any takingrelease, release or amendment or waiver of, of or consent to departure from, from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Borrower the undersigned. Any amounts due from the undersigned to the Creditor Parties shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeallowable.
Appears in 3 contracts
Sources: Subsidiary Guaranty (Pervasip Corp), Guaranty (New Century Energy Corp.), Subsidiary Guaranty (Micro Component Technology Inc)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Designated Subsidiary or whether any Borrower Designated Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Agreement or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteAgreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Designated Subsidiary or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, collateral or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsDesignated Subsidiary; or
(he) any other circumstance circumstance, (including, without limitation, any statute of limitations) limitations to the fullest extent permitted by applicable law or any existence of or reliance on any representation by the Agent or any Lender Lender) that might otherwise constitute a defense available to, or a discharge of, the Company, any Borrower Designated Subsidiary or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any of the Lenders or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Designated Subsidiary or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Polyone Corp), Credit Agreement (Polyone Corp)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Article VII are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyArticle VII, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Article VII shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this AgreementAgreement (other than this Article VII), any Note the Notes or any agreement or instrument relating thereto;
(b) subject to Section 9.01, any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect of this Agreement and or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any the Borrower under this Agreement and or the Notes or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of any Lender or the Agent or any Lender to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to such Lender or the Agent or such Lender (the Company Guarantor waiving any duty on the part of the Agent Lenders and the Lenders Agent to disclose such information);; or
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender or the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any other guarantor or surety. This Guaranty Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Pe Corp), Credit Agreement (Scholastic Corp)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty Article VII are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty Article VII shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this AgreementAgreement (other than this Article VII), any Note the Notes or any agreement or instrument relating thereto;
(b) subject to Section 9.01, any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of any Lender or the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to such Lender or the Agent or such Lender (the Company waiving any duty on the part of the Agent Lenders and the Lenders Agent to disclose such information);; or
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Lender or the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty Article VII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Applera Corp), Credit Agreement (Applera Corp)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, the Notes and the Notesother Loan Documents, as applicable, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and Agreement, the NotesNotes or any other Loan Document, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and Agreement, the NotesNotes or any other Loan Document, or any other amendment or waiver of or any consent to departure from this Agreement Agreement, any Note or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Administrative Agent or such Lender (the Company waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Becton Dickinson & Co), Credit Agreement (Becton Dickinson & Co)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Deed and the NotesAmendment, regardless of any applicable law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Trustee with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower the Company under or in respect of this Agreement the Deed and the NotesAmendment, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any Borrower Company or whether any Borrower the Company is joined in any such action or actions. This Agreement is a guaranty of payment when due, and not of collection. The liability of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives (to the extent permitted by applicable Laws) any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreementthe Deed, any Note the Amendment or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Company under or in respect of this Agreement and the NotesDeed or the Amendment, or any other amendment or waiver of or any consent to departure from this Agreement Deed or any Notethe Amendment, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Collateral or otherwise;
(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower the Company under this Agreement and the Notes Deed, the Amendment or any other assets of any Borrower Loan Party or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCompany;
(f) any failure of the Agent or any Lender Trustee to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower the Company now or hereafter known to the Agent or such Lender Trustee (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Trustee to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Trustee that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or surety, other than irrevocable payment in full in cash of the Guaranteed Obligations (other than (A) contingent indemnification and reimbursement obligations not yet accrued and payable and (B) any other obligation (including a guarantee) that is contingent in nature and that has not yet accrued). This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Trustee or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwisethe Company, all as though such payment had not been made.
Appears in 2 contracts
Sources: Amendment to Deed of Trust (Medley Capital Corp), Guaranty Agreement
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesGuaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Lender the Purchasers with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against the Company or any Borrower other Guarantor or whether Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note the Notes or any agreement or instrument relating theretoto any Guaranteed Obligation;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise;
(c) any taking, exchange, release release, subordination or non-perfection of any collateralCollateral (as defined in the Pledge Agreement), or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsCompany; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any Lender the Company that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or Collateral Agent, any Lender Purchaser or any other Person entity upon the insolvency, bankruptcy or reorganization of the Company or otherwise (and whether as a result of any Borrower demand, settlement, litigation or otherwise), all as though such payment had not been made.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sino Gas International Holdings, Inc.), Guaranty (Sino Gas International Holdings, Inc.)
Guaranty Absolute. The Company Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agents or any Lender the Lenders with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty Section 18 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Parent to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower the Borrowers or whether any Borrower is the Borrowers are joined in any such action or actions. The liability of the Company Parent under this Guaranty Section 18 shall be irrevocable, absolute and unconditional irrespective of, and the Company Parent hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Borrowers or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent Agents or any Lender the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent, any Borrower or any other guarantor or surety. This Guaranty Section 18 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any a Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Loan and Security Agreement (LSB Industries Inc), Loan and Security Agreement (Climachem Inc)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its their Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its their Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its their Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower (other than the Company) or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (International Flavors & Fragrances Inc), Credit Agreement (International Flavors & Fragrances Inc)
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Party with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are joint and several and independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Person or whether the Borrower or any Borrower other Person is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Person under or in respect of this Agreement and the Notes, Loan Documents or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any otherwise; provided that this clause (b) shall not limit the terms of its Subsidiaries or otherwiseSection 10.01 of the Term Loan Agreement with respect to the Borrower;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its SubsidiariesObligations;
(e) any change, restructuring or termination of the corporate structure or existence of the Borrower, any Borrower other Loan Party, or any of its their respective Subsidiaries;
(f) any failure of the Agent or any Lender Party to disclose to the Company Borrower or any other Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Person now or hereafter in the future known to the Agent or such any Lender Party (the Company waiving and each Guarantor hereby irrevocably waives any duty on the part of the Agent and the Lenders any Lender Party to disclose such information);
(g) any signature of any officer of the failure of Borrower or any other Person to execute being mechanically reproduced in facsimile or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Borrower other Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all (other than Payment in Full (as though such payment had not been madedefined below)).
Appears in 2 contracts
Sources: Guaranty Agreement (EnLink Midstream Partners, LP), Guaranty Agreement (EnLink Midstream, LLC)
Guaranty Absolute. The Company Performance Guarantor, on and after the Effective Date guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms of this the Wyndham Purchase Agreement, the Trendwest Purchase Agreement and the Notes, Indenture regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms terms, provided, however, nothing herein shall be construed to require the Performance Guarantor to act in violation of any law, regulation or the rights of the Agent or any Lender with respect theretoorder. The obligations of the Company Performance Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Performance Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Wyndham, Trendwest, the Servicer or the Issuer, or whether any Borrower Wyndham, Trendwest, the Servicer or the Issuer is joined in any such action or actions. The liability This Guaranty is an absolute, unconditional and continuing guaranty of the Company under full and punctual payment and performance of all of the Obligations. The Performance Guarantor agrees that the validity and enforceability of this Guaranty shall not be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives impaired or affected by any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(ai) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating theretoof the Transaction Documents;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisethe Transaction Documents;
(ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(div) any manner of application of any collateral, collateral or proceeds thereof, thereof to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower Wyndham, Trendwest, the Servicer or any of its Subsidiariesthe Issuer, as the case may be;
(ev) any change, restructuring or termination of the corporate or other structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of Wyndham, Trendwest, the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement Servicer or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsIssuer; or
(hvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense (other than payment and performance) available to, or a discharge ofof Wyndham, any Borrower Trendwest, the Servicer or any other guarantor the Issuer or suretyits affiliates or a guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person Trustee upon the insolvency, bankruptcy or reorganization of any Borrower Wyndham, Trendwest, the Servicer or the Issuer or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Performance Guaranty (Wyndham Worldwide Corp), Performance Guaranty (Wyndham Worldwide Corp)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations Obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other the Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of any the Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other obligations Obligations of any the Borrower under this Agreement and the Notes Loan Documents or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender (the Company Guarantor waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Agilent Technologies Inc)
Guaranty Absolute. The Company Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents and Section 2 of this Agreement and the NotesGuaranty, regardless of any law, regulation --------- or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender the Lenders with respect thereto. The obligations Obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or and all of the following:
(ai) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(ciii) any taking, exchange, release or non-perfection nonperfection of any collateralCollateral, or any taking, release or release, amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(div) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral Collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiariesthe Borrower;
(ev) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or
(hvi) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by the Agent or any Lender Lender) that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any a guarantor, other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any than payment of any in full in cash of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeObligations.
Appears in 2 contracts
Sources: Guaranty (College Television Network Inc), Guaranty (College Television Network Inc)
Guaranty Absolute. The Company Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesNote Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Purchaser with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty Section 19 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Parent to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower the Company or whether any Borrower is Company are joined in any such action or actions. The liability of the Company Parent under this Guaranty Section 19 shall be irrevocable, absolute and unconditional irrespective of, and the Company Parent hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteNote Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension purchase of additional credit to any Borrower or any of its Subsidiaries Notes from the Companies or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure Subsidiaries of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsParent; or
(he) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender you that might otherwise constitute a defense available to, or a discharge of, the Parent, any Borrower Company or any other guarantor or surety. This Guaranty Section 19 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender you or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Company or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Note Purchase Agreement (Vanguard Car Rental Group Inc.), Note Purchase Agreement (Vanguard Car Rental Group Inc.)
Guaranty Absolute. (a) The Company Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company Parent to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Parent under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any the Borrower under this Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company Parent any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Agent or such Lender (the Company Parent waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company Parent or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (SAIC Gemini, Inc.), Credit Agreement (Science Applications International Corp)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, Agreement or any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesor any Note, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any other Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any change, restructuring or termination of the corporate structure or existence of any other Borrower or any of its Subsidiaries;
(e) any failure of any Lender to disclose to any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to such Lender (the Company waiving any duty on the part of the Lenders to disclose such information);
(f) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations;
(g) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwiseother Borrower, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Rohm & Haas Co), Credit Agreement (Rohm & Haas Co)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Canadian Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any the Canadian Borrower or whether any the Canadian Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Canadian Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Canadian Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any the Canadian Borrower under this Agreement and the Notes or any other assets of any the Canadian Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Canadian Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender to disclose to the Company Canadian Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Canadian Borrower now or hereafter known to the Administrative Agent or such Lender (the Company waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Canadian Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Canadian Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Olin Corp), Credit Agreement (Olin Corp)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Deed and the NotesAmendment, regardless of any applicable law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Trustee with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower the Company under or in respect of this Agreement the Deed and the NotesAmendment, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any Borrower Company or whether any Borrower the Company is joined in any such action or actions. This Agreement is a guaranty of payment when due, and not of collection. The liability of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives (to the extent permitted by applicable Laws) any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreementthe Deed, any Note the Amendment or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Company under or in respect of this Agreement and the NotesDeed or the Amendment, or any other amendment or waiver of or any consent to departure from this Agreement Deed or any Notethe Amendment, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Collateral or otherwise;
(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower the Company under this Agreement and the Notes Deed, the Amendment or any other assets of any Borrower Loan Party or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCompany;
(f) any failure of the Agent or any Lender Trustee to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower the Company now or hereafter known to the Agent or such Lender Trustee (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Trustee to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Trustee that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or surety, other than irrevocable payment in full in cash of the Guaranteed Obligations (other than (A) contingent indemnification and reimbursement obligations not yet accrued and payable and (B) any other obligation (including a guarantee) that is contingent in nature and that has not yet accrued). This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations that is made on or prior to the Designated Date is rescinded or must otherwise be returned by the Agent or any Lender Trustee or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwisethe Company, all as though such payment had not been made.
Appears in 2 contracts
Sources: Amendment to Deed of Trust (Medley Capital Corp), Guaranty Agreement
Guaranty Absolute. The Company PPG guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notesapplicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company PPG under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesapplicable Loan Documents, and a separate action or actions may be brought and prosecuted against the Company PPG to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company PPG under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company PPG hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and or any of the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Noteof the other Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or any of the Notes other Loan Documents or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender to disclose to the Company any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to the Administrative Agent or such Lender (the Company PPG waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (PPG Industries Inc), 364 Day Credit Agreement (PPG Industries Inc)
Guaranty Absolute. The Company US Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Credit Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Bank with respect thereto. The obligations of the Company US Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Credit Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company US Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company US Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company US Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Credit Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect of this Credit Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Credit Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any the Borrower under this Credit Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate company (or equivalent) structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender Bank to disclose to the Company Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Administrative Agent or such Lender Bank (the Company US Guarantor waiving any duty on the part of the Administrative Agent and the Lenders Banks to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company US Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Bank that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender Bank or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Beneficiary with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of the Borrower or any Borrower other guarantor or surety under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any the Borrower or any of its SubsidiariesAffiliates;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or other entity structure or existence of any the Borrower or any of its SubsidiariesAffiliates;
(f) any failure of the Agent or any Lender Beneficiary to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any Borrower of its Affiliates now or hereafter known to the Agent or such Lender Beneficiary (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Beneficiaries to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Borrower the Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of any the Guarantor, the Borrower or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Term Loan Agreement (Public Service Co of New Mexico), Guaranty Agreement (Public Service Co of New Mexico)
Guaranty Absolute. The Company (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, each other Loan Document and the Noteseach Other Secured Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The obligations of the Company each Guarantor under or in respect of the guarantee under this Guaranty Article VII (this “Guaranty”) are independent of the Guaranteed Obligations or any other obligations of the Company or any other Borrower Guarantor, as the case may be, under or in respect of this Agreement Agreement, the other Loan Documents and the NotesOther Secured Agreements, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any Borrower Guarantor, as the case may be, or whether the Company or any Borrower Guarantor, as the case may be, is joined in any such action or actions, and any failure by the Administrative Agent or any other Secured Party to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(ai) any lack of validity or enforceability against the Company or any Guarantor, as the case may be, of this Agreement, any Note other Loan Document, any Other Secured Agreement or any agreement or instrument relating thereto;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of the Company or any Borrower Guarantor, as the case may be, under or in respect of this Agreement Agreement, the other Loan Documents and the NotesOther Secured Agreements, or any other amendment amendment, supplement, modification or waiver of or any consent to departure from this Agreement Agreement, any other Loan Document or any NoteOther Secured Agreement, including, without limitation, any renewal, extension or acceleration, or any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Company or any of its Restricted Subsidiaries or otherwise;
(ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(div) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of the Company or any Borrower Guarantor, as the case may be, under this Agreement Agreement, the other Loan Documents and the Notes Other Secured Agreements or any other assets of any Borrower the Company or any of its Restricted Subsidiaries;
(ev) any change, restructuring or termination of the corporate structure or existence of any Borrower the Company or any of its Restricted Subsidiaries;
(fvi) any failure of the Administrative Agent or any Lender other Secured Party to disclose to the Company any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company, any Borrower Guarantor or any of their respective Subsidiaries now or hereafter known to the Administrative Agent or such Lender other Secured Party (the Company each Guarantor waiving any duty on the part of the Administrative Agent and the Lenders other Secured Parties to disclose such information);
(gvii) the failure any settlement, compromise, release, discharge of, or acceptance or refusal of any other Person payment or performance with respect to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company Company, any other Guarantor or other guarantor or surety with respect to the Guaranteed Obligations, or any subordination of the Guaranteed Obligations to any other obligations;
(viii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Document, any Other Secured Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of the payment of the Guaranteed Obligations; or
(hix) any other circumstance (including, without limitation, to the fullest extent permitted under applicable law, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender other Secured Party that might in any manner or to any extent vary the risk of the Company or any other Guarantor, as the case may be, as an obligor in respect of the Guaranteed Obligations or otherwise constitute a defense available to, or a discharge of, the Company, any Borrower Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective No payment made by the Company, any of the Guarantors, any other guarantor or be reinstatedany other Person or received or collected by the Administrative Agent or any other Secured Party from the Company, as any of the case may beGuarantors, if any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time any or from time to time in reduction of or in payment of any of the Guaranteed Obligations is rescinded shall be deemed to modify, reduce, release or must otherwise be returned by affect the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization liability of any Borrower or otherwiseGuarantor hereunder which shall, all as though notwithstanding any such payment had not been madepayment, remain liable for the Guaranteed Obligations until the full discharge of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Perspecta Inc.), Credit Agreement (Perspecta Inc.)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender other Secured Party with respect thereto. The obligations Obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether such Borrower or any Borrower other Loan Party is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of any Borrower other Loan Party under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral Collateral for all or any of the Guaranteed Obligations or any other obligations Obligations of any Borrower other Loan Party under this Agreement and the Notes Loan Documents or any other assets of any Borrower Loan Party or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Loan Party or any of its Subsidiaries;
(f) any failure of the Agent or any Lender Secured Party to disclose to any Borrower or the Company Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter in the future known to the Agent or such Lender any Secured Party (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Secured Parties to disclose such information);
(g) the failure of any other Person person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company any guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Borrower each Borrower, the Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Uniroyal Chemical Co Inc), Credit Agreement (Crompton & Knowles Corp)
Guaranty Absolute. The Company Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company Parent under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Parent to enforce this GuarantyAgreement, irrespective of whether any action is brought against any the Borrower or any other Loan Party or whether the Borrower or any Borrower other Loan Party is joined in any such action or actions. The liability of the Company Parent under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and the Company Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower other Loan Party under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Loan Party or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower Loan Party under this Agreement and the Notes Loan Documents or any other assets of any Borrower Loan Party or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Loan Party or any of its Subsidiaries;
(f) any failure of the Agent or any Lender Secured Party to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender Secured Parties (the Company Parent waiving any duty on the part of the Agent and the Lenders Secured Parties to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release or reduction of liability of the Company Parent or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party or any other guarantor or surety. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any Borrower other Loan Party or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Welsh Carson Anderson Stowe Viii Lp)
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesSellers’ Secured Note Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender the Holders with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty Article XI are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower Obligor or whether any Borrower Obligor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty Article XI shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Funding Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteFunding Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Obligor or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower Obligor;
(e) any law which provides that the obligation of a surety or any guarantor must neither be larger in amount nor in other respects more burdensome than that of its Subsidiariesthe principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation;
(f) any failure of the Agent or the Holders to file or enforce a claim in any Lender bankruptcy or other proceeding with respect to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information)Person;
(g) the failure election by the Agent or the Holders, in any bankruptcy proceeding of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability Person, of the Company application or other guarantor or surety with respect to non-application of Section 1111(b)(2) of the Guaranteed Obligations; orUnited States Bankruptcy Code;
(h) any extension of credit or the grant of any Liens under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code;
(i) any use of cash collateral under Section 363 of the United States Bankruptcy Code;
(j) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;
(k) the avoidance of any Liens in favor of the Agent or the Holders for any reason;
(l) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding; or
(m) any other circumstance whatsoever (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender the Holders that might otherwise constitute a defense available to, or a discharge of, any Borrower Obligor or any other guarantor Guarantor or surety. This Guaranty Article XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Agent, the Holders or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwisePerson, all as though such payment had not been made.
Appears in 2 contracts
Sources: Securities Agreement (FriendFinder Networks Inc.), Securities Agreement (FriendFinder Networks Inc.)
Guaranty Absolute. The Company guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender the Lenders with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Sprint Capital or whether any Borrower Sprint Capital is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, the Company hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Agreement or any agreement or instrument relating theretohereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Sprint Capital or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsSprint Capital; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company, Sprint Capital or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Sprint Capital or otherwise, all as though such payment had not been made.
Appears in 2 contracts
Sources: Credit Agreement (Sprint Corp), 364 Day Credit Agreement (Sprint Corp)
Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Jabil Inc)
Guaranty Absolute. The Company guarantees Guarantor guarantees, to the extent permitted by Applicable Law, that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Party with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesCredit Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(ai) any lack of validity or enforceability of this Agreement, any Note Credit Document or any agreement or instrument relating thereto;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesCredit Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteCredit Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(div) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower Credit Party under this Agreement and the Notes Credit Documents or any other assets Property of any Borrower or any of its SubsidiariesCredit Party;
(ev) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCredit Party;
(fvi) any failure of the Agent or any Lender Party to disclose to the Company any Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information)Party;
(gvii) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; or
(hviii) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a defense available to, or a discharge of, any Borrower Credit Party or any other guarantor or surety. This Guaranty shall continue to be effective or shall be automatically reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Party or any other Person upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization liquidation of Borrower or otherwise, or upon the dissolution of, or appointment of any intervenor or conservator of, or trustee or similar official for, Guarantor or Borrower or any substantial part of Guarantor’s or any other Credit Party’s assets, or as a result of any settlement or compromise with any Person (including Guarantor) in respect of such payment, or otherwise, all as though such payment payments had not been made., and Guarantor shall pay Administrative Agent and Hermes Agent on demand all reasonable costs and expenses for which an invoice has been provided (including reasonable fees of counsel) incurred by Administrative Agent or Hermes Agent, respectively, in connection with such rescission or restoration
Appears in 1 contract
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesNote, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Ofir with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guarantysuch Obligations, irrespective of whether any action is brought against any Borrower the Company or whether any Borrower the Company is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any the Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any the Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsCompany; or
(hd) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Company that might otherwise constitute a defense available to, or a discharge of, the Company, including without limitation, any Borrower or any other guarantor or suretydefense of DCI USA, Inc. to the payments due to the Company. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Ofir or any other Person entity upon the insolvency, bankruptcy or reorganization of the Company or otherwise (and whether as a result of any Borrower demand, settlement, litigation or otherwise), all as though such payment had not been made.
Appears in 1 contract
Sources: Personal Guaranty (Dci Usa, Inc)
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agent, or any Lender the Lenders with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty Section 18 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty Section 18 shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Borrowers or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent Agent, or any Lender the Lenders that might otherwise constitute a defense available to, or a discharge of, any Guarantor, any Borrower or any other guarantor or surety. This Guaranty SECTION 18 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender the Lenders or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwisePerson, all as though such payment had not been made.
Appears in 1 contract
Sources: Loan and Security Agreement (Dairy Mart Convenience Stores Inc)
Guaranty Absolute. The Company guarantees Borrower guarantees, to the extent permitted by Applicable Law, that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Term Permitted Swap Agreements and Section 3.05 of the NotesDepositary Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Term Permitted Swap Counterparty with respect thereto. The obligations of the Company Borrower under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesFinancing Documents, and a separate action or actions may be brought and prosecuted against the Company Borrower to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Borrower under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Borrower hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Financing Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteFinancing Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Avangrid Member or any of its Subsidiaries the CIP Partner or otherwise;
(c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its SubsidiariesObligations;
(e) any change, restructuring or termination of the corporate structure or existence of the Avangrid Member or any Borrower of its Subsidiaries or the CIP Partner or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty Agreement or any other guaranty or agreement or the release or reduction of liability of the Company Borrower or other guarantor or surety with respect to the Guaranteed Obligations; or
(hg) any other circumstance (including, without limitation, including any statute of limitations) or any existence of of, or reliance on on, any representation by the Agent or any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any Borrower other Loan Party or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Avangrid, Inc.)
Guaranty Absolute. The Company Domestic Borrower guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Noteshereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations liability of the Company Domestic Borrower under or in respect of this Guaranty are independent of guaranty with regard to the Guaranteed Obligations or any other obligations of any other each Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of authorization, execution, validity or enforceability of this Agreement, any Note or any illegality of such Foreign Borrower to become a Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating theretothereto (it being agreed by the Domestic Borrower that the Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals;
(b) the Administrative Agent's or any Lender's exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed, as the case may be, or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, as the case may be, including (i) any suspension of the Administrative Agent's or any Lender's right to enforce against any other Borrower of the Guaranteed Obligations or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Credit Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any Note, including, without limitation, other agreement or instrument governing or evidencing any increase in of the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseObligations;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed ObligationsObligations of the Foreign Borrower;
(d) any manner of application of any collateral, or proceeds thereof, to all or any change in ownership of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its SubsidiariesForeign Borrower;
(e) any change, restructuring or termination of the corporate structure or existence acceptance of any Borrower or any of its Subsidiariespartial payment(s) from the Foreign Borrower;
(f) any failure insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of the Agent creditors, appointment of a receiver, examiner or trustee for all or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information)Foreign Borrower's assets;
(g) any assignment, participation or other transfer, in whole or in part, of the failure of Administrative Agent's or any other Person to execute or deliver Lender's interest in and rights under this Guaranty Credit Agreement or any other guaranty Loan Document, or agreement or the release or reduction of liability of the Company Administrative Agent's or other guarantor any Lender's interest in the obligations or surety with respect to the Guaranteed Obligations; or;
(h) any other circumstance (includingcancellation, without limitationrenunciation or surrender of any pledge, any statute of limitations) guaranty or any existence of debt instrument evidencing the Obligations or reliance on any representation by the Agent Guaranteed Obligations, as the case may be;
(i) the Administrative Agent's or any Lender that Lender's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guaranteed Obligations, as the case may be; or
(j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, any the Foreign Borrower or any other guarantor or suretyin respect of its Guaranteed Obligations. This Guaranty guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Obligation is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization reorganization, examination of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations ----------------- will be paid strictly in accordance with the terms of this Agreement and the Convertible Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Lender the Lenders with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against FTS Group or any Borrower other Guarantor or whether FTS Group or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Agreementconstitutes a primary obligation, and not a contract of surety, and shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
: (a) any lack of validity or enforceability of this Agreement, any Note the Convertible Notes or any agreement or instrument relating thereto;
; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries FTS Group or otherwise;
; (c) any taking, exchange, release release, subordination or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower FTS Group; or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any Lender the Lenders that might otherwise constitute a defense available to, or a discharge of, any Borrower FTS Group or any other guarantor or surety. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Agent or any Lender Lenders or any other Person entity upon the insolvency, bankruptcy or reorganization of the FTS Group or otherwise (and whether as a result of any Borrower demand, settlement, litigation or otherwise), all as though such payment had not been made.
Appears in 1 contract
Sources: Guaranty Agreement (FTS Group, Inc.)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Convertible Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Lenders with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against Parent Company or any Borrower other Guarantor or whether Parent Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Agreement constitutes a primary obligation, and not a contract of surety, and shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note the Convertible Notes or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Parent Company or otherwise;
(c) any taking, exchange, release release, subordination or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsParent Company; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by or the Agent or any Lender Lenders that might otherwise constitute a defense available to, or a discharge of, any Borrower Parent Company or any other guarantor or surety. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Lenders or any other Person entity upon the insolvency, bankruptcy or reorganization of the Parent Company or otherwise (and whether as a result of any Borrower demand, settlement, litigation or otherwise), all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Loan Documents and any Hedge Contracts with Lender Swap Counterparties and any agreement or instrument relating to any Banking Services with a Banking Service Provider (together with the NotesLoan Documents, the “Guaranteed Documents”), regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Beneficiary with respect theretothereto but subject to Section 2(b) above. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under or in respect of this Agreement and the NotesGuaranteed Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Person or whether the Borrower, any Borrower other Guarantor or any other Person is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably and unconditionally waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Guaranteed Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Person under or in respect of this Agreement and the NotesGuaranteed Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteGuaranteed Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Loan Party or otherwise;
(c) any taking, exchange, release or non-perfection of any lien on any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower other Person under this Agreement and the Notes Guaranteed Documents or any other assets of any the Borrower or any of its Subsidiariesother Person;
(e) any change, restructuring or termination of the corporate corporate, limited liability company, or partnership, as applicable, structure or existence of any Borrower or any of its SubsidiariesLoan Party;
(f) any failure of the Agent or any Lender Beneficiary to disclose to the Company Borrower or Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Person now or hereafter in the future known to the Agent or such Lender any Beneficiary (the Company waiving and Guarantor hereby irrevocably waives any duty on the part of the Agent and the Lenders any Beneficiary to disclose such information);
(g) any signature of any officer of the failure of Borrower or any other Person to execute being mechanically reproduced in facsimile or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Borrower the Borrower, Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madePerson.
Appears in 1 contract
Sources: First Lien Guaranty Agreement (Gastar Exploration USA, Inc.)
Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation regulation, decree or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The guaranty hereunder is a guaranty of payment and not of collection. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;; NYDOCS02/1129523.1
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or suretysurety (other than payment of such Guaranteed Obligations). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Xerox Corp)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full of the Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
; (e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Corning Inc /Ny)
Guaranty Absolute. The Company Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesRelated Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or DIP Lender, Prepetition Lender, and any other Affiliate of DIP Lender with respect thereto. Each Guarantor agrees that this Section 7 constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by DIP Lender, Prepetition Lender, or any other Affiliate of DIP Lender to any Collateral. The obligations of the Company each Guarantor under or in respect of this Guaranty Section 7 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower or any other Guarantor or whether Borrower or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty Section 7 shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Related Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteRelated Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application the existence of any collateralclaim, set-off, defense or proceeds thereof, to all other right that Borrower or any of the Guaranteed ObligationsGuarantor may have at any time against any Person, including DIP Lender, Prepetition Lender, or any manner other Affiliate of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its SubsidiariesDIP Lender;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;Guarantor; or
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent DIP Lender, Prepetition Lender, or any other Affiliate of DIP Lender that might otherwise constitute a defense available to, or a discharge of, Borrower, any Borrower Guarantor or any other guarantor or suretysurety (other than the defense of final payment in full of the Indebtedness). This Guaranty Section 7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent DIP Lender, Prepetition Lender, or any other Affiliate of DIP Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or any Borrower Guarantor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Debtor in Possession Loan Agreement
Guaranty Absolute. The Company guarantees Guarantors guarantee that the Guaranteed Obligations Obligation will be paid strictly in accordance with the terms of this Agreement the Credit Agreement, the Notes, and the Notesother Loan Documents, regardless of any lawApplicable Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto; provided, however, nothing contained in this Guaranty shall require the Guarantors to make any payment under this Guaranty in violation of any Applicable Law, regulation or order now or hereafter in effect. The obligations and liabilities of each Guarantor hereunder are independent of the obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Credit Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actionsApplicable Law. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and :
(a) the Company hereby irrevocably waives taking or accepting of any defenses it may now have other security or hereafter acquire in any way relating to, guaranty for any or all of the following:Obligations;
(ab) any increase, reduction or payment in full at any time or from time to time of any part of the Obligation, including any reduction or termination of the Commitments;
(c) any lack of validity or enforceability of this the Credit Agreement, any Note the Notes, or any other Loan Document or other agreement or instrument relating thereto, including but not limited by the unenforceability of all or any part of the Obligation by reason of the fact that (i) the Obligation, and/or the interest paid or payable with respect thereto, exceeds the amount permitted by Applicable Law, (ii) the act of creating the Obligation, or any part thereof, is ULTRA ▇▇▇▇▇, (iii) the officers creating same acted in excess of their authority, or (iv) for any other reason;
(bd) any lack of corporate power of the Company or any other Person at any time liable for the payment of any or all of the Obligation;
(e) any Debtor Relief Law affecting the rights of creditors generally involving the Company, any Guarantor or any other Person obligated on any of the Obligation;
(f) any renewal, compromise, extension, acceleration or other change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations Obligation; any adjustment, indulgence, forbearance, or compromise that may be granted or given by any Lender or the Administrative Agent to the Company, any Guarantor, or any Person at any time liable for the payment of any or all of the Obligation; or any other obligations of any Borrower under or in respect of this Agreement and the Notesmodification, or any other amendment amendment, or waiver of or any consent to departure from this Agreement the Credit Agreement, the Notes, or any Note, including, other Loan Document and other agreement or instrument relating thereto without limitation, notification of any increase in Guarantor (the Guaranteed Obligations resulting from the extension of additional credit right to any Borrower or any of its Subsidiaries or otherwisesuch notification being herein specifically waived by Guarantors);
(cg) any taking, exchange, release release, sale, subordination, or non-perfection of any collateralcollateral or Lien thereon or any lack of validity or enforceability or change in priority, destruction, reduction, or loss or impairment of value of any taking, collateral or Lien thereon;
(h) any release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty for all or any of the Guaranteed ObligationsObligation;
(di) the failure by any Lender or the Administrative Agent to make any demand upon or to bring any legal, equitable, or other action against the Company or any other Person (including without limitation any other Guarantor), or the failure or delay by any Lender or the Administrative Agent to, or the manner of application in which any Lender or the Administrative Agent shall, proceed to exhaust rights against any direct or indirect security for the Obligation;
(j) the existence of any collateralclaim, defense, set-off, or proceeds thereof, to all other rights which the Company or any of Guarantor may have at any time against the Guaranteed ObligationsCompany, the Lenders, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations Guarantor, or any other obligations of any Borrower under Person, whether in connection with this Agreement and Guaranty, the Notes Loan Documents, the transactions contemplated thereby, or any other assets of any Borrower or any of its Subsidiariestransaction;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(fk) any failure of any Lender or the Administrative Agent to notify any Guarantor of any renewal, extension, or assignment of the Obligation or any Lender to disclose to part thereof, or the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects release of any Borrower now security, or hereafter known to of any other action taken or refrained from being taken by any Lender or the Agent or such Lender (Administrative Agent, it being understood that the Company waiving any duty on the part of the Agent Lenders and the Lenders Administrative Agent shall not be required to disclose such information)give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Obligation;
(gl) any payment by the failure of Company to the Lenders or the Administrative Agent is held to constitute a preference under any Debtor Relief Law or if for any other Person to execute or deliver this Guaranty or any other guaranty or agreement reason the Lenders or the release Administrative Agent is required to refund such payment or reduction of liability of pay the Company or other guarantor or surety with respect amount thereof to the Guaranteed Obligationsanother Person; or
(hm) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the Company, any Borrower or Guarantor, any other guarantor or suretyother Person liable on the Obligation, including without limitation any defense by reason of any disability or other defense of the Company, or the cessation from any cause whatsoever of the liability of the Company, or any claim that the Guarantors' obligations hereunder exceed or are more burdensome than those of the Company. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Obligation is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Company, any Borrower Guarantor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company PPG guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notesapplicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender or the Issuing Lender with respect thereto. The obligations of the Company PPG under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesapplicable Loan Documents, and a separate action or actions may be brought and prosecuted against the Company PPG to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company PPG under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company PPG hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and or any of the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Noteof the other Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or any of the Notes other Loan Documents or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender or the Issuing Lender to disclose to the Company any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to the Administrative Agent or such Lender or the Issuing Lender (the Company PPG waiving any duty on the part of the Agent Administrative Agent, the Lenders and the Lenders Issuing Lender to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations;
(h) the enactment of any exchange controls in the jurisdiction of any Designated Subsidiary or any governmental authority thereof, or the occurrence of any adverse political or economic development in the jurisdiction of any Designated Subsidiary; or
(hi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender or the Issuing Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or the Issuing Lender or any other Person upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full of the Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Jabil Inc)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Credit Agreement and the Notesother Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender Bank with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ under or in respect of this Credit Agreement and the Notesother Loan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or whether any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Credit Agreement, any Note other Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ under or in respect of this Credit Agreement and the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Credit Agreement or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ under this Credit Agreement and the Notes other Loan Documents or any other assets of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate company (or equivalent) structure or existence of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender Bank to disclose to the Company ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ now or hereafter known to the Administrative Agent or such Lender Bank (the Company waiving any duty on the part of the Administrative Agent and the Lenders Banks to disclose such information);; 49 Americas 91904575 (2K)
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Bank that might otherwise constitute a defense available to, or a discharge of, any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender Bank or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliancebernstein L.P.)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Credit Agreement, the Notes and the Notesother Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agent, the ▇▇ ▇▇▇▇▇ or any Lender the Lenders with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(ai) any lack of validity or enforceability of this the Credit Agreement, the Notes, any Note other Loan Document, any Advance, or any other agreement or instrument relating thereto;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of of, or any consent to departure from this Agreement from, the Credit Agreement, the Notes or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or otherwise and any extension of its Subsidiaries or otherwisethe Termination Date;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(diii) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of of, any release or impairment of, or any failure to perfect, any lien on or security interest in any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries, or any release or discharge of any Person liable for any or all of the Obligations;
(eiv) any change, restructuring or termination of the corporate structure or existence of the Borrower or any of its Subsidiaries or any bankruptcy, insolvency, liquidation or similar proceeding instituted by or against the Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(hv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any other guarantor or suretya guarantor. This As against the Guarantor, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent Agent, any LC Bank or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
: (ai) any illegality, lack of validity or enforceability of this Agreementany Obligation (other than a defense of indefeasible payment in full in cash (other than contingent indemnification obligations as to which no claim has been made) and termination of all Commitments), (ii) any Note amendment, restatement, amendment and restatement, modification, acceleration, waiver or consent under any Loan Document and/or departure from the terms of any Obligation of the Borrowers and the other Guarantors under any Loan Document, or any agreement renewal or instrument relating thereto;
(b) any extension of the time or change in of the time, manner or place of payment ofpayment, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, including any increase in the Guaranteed Obligations resulting from the any extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
, (ciii) any taking, exchange, release or substitution, release, non-perfection or impairment of any collateralcollateral securing payment of any Obligation, (iv) any change in the corporate existence, structure or ownership of the Borrowers, or any takinginsolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowers or their assets or any resulting release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application discharge of any collateralObligation (other than a defense of indefeasible payment in full in cash (other than contingent indemnification obligations as to which no claim has been made) and termination of all Commitments), or proceeds thereof(v) the existence of any claim, to all or any of the Guaranteed Obligations, or any manner of sale set-off or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of rights that any Borrower under this Agreement and or such Guarantor may have at any time against the Notes or any other assets of any Borrower DIP Agent or any of its Subsidiaries;
(e) Affiliates, or against any change, restructuring or termination of the corporate structure or existence of any Borrower DIP Lender or any of its Subsidiaries;
Affiliates, in each case whether in connection herewith or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim or other rights by separate suit or compulsory counterclaim, (fvi) any failure of the Agent law, regulation, decree or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects order of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty jurisdiction, or any other guaranty or agreement event, affecting any term of any Obligation or the release DIP Agent’s or reduction any DIP Lender’s rights with respect thereto, including, without limitation: (A) the application of liability any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any asset or its use or of the Company ability to operate its business or a material part thereof; or (D) any war (whether or not declared), act of god, pandemic, terrorism, any other guarantor force majeure events insurrection, revolution, hostile act, civil strife or surety with respect similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the Guaranteed Obligationsextent occurring or existing on or at any time after the date of this Guaranty), (vii) any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; or
and (hviii) any other circumstance (including, without limitation, any statute of limitationslimitations relating to any Borrower or any Guarantor) or any existence of or reliance on any representation by the DIP Agent or and/or any DIP Lender that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Borrower or any Guarantor or any other guarantor or suretysurety (other than a defense of indefeasible payment in full in cash (other than contingent indemnification obligations as to which no claim has been made) and termination of all Commitments (excluding or performance in full hereunder). Without limiting the generality of the foregoing, each Guarantor guarantees that it shall pay the DIP Agent (or as otherwise directed by the Required DIP Lenders), as applicable, strictly in accordance with the express terms of the Loan Documents and the DIP Order, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Borrower or any Guarantor is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Borrower or any Guarantor is principally located. This Guaranty shall continue is in addition to be effective and not in substitution for or be reinstated, as the case may be, if at any time any payment discharge of any of the Guaranteed Obligations is rescinded or must otherwise be returned other guaranty held by the DIP Agent or and/or any Lender or DIP Lender. It is the intent of this Section 2 that each Guarantor’s obligations hereunder are and shall be absolute and unconditional under any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, and all as though such payment had not been madecircumstances.
Appears in 1 contract
Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement (Valaris PLC)
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Administrative Agent, the Issuing Lender, the Swing Line Lender, any Lender or any Lender Swap Counterparty with respect theretothereto but subject to Section 2(b) above. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under the Credit Documents or in respect of this Agreement and the Notesconnection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the Company a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Person or whether the Borrower, any Borrower other Guarantor or any other Person is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Person under the Credit Documents or in respect of this Agreement and the Notesany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from this Agreement any Credit Document or any Noteagreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company guarantees Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any the Borrower under this Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company Guarantors any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Agent or such Lender (the Company Borrower waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company Guarantors or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will Securities shall be paid or performed strictly in accordance with the terms of the Securities and this Agreement and the NotesIndenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty its Securities Guarantee are independent of the Guaranteed Obligations or any other obligations of any other Borrower the Company under or in respect of the Securities and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Guarantor to enforce this Guarantyits Securities Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Guarantor or whether the Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty its Securities Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have liability and obligations of such Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter acquire affected in any way relating to, any whole or all of the followingin part by:
(a) any lack of validity or enforceability of this Agreement, Indenture or the Securities with respect to the Company or any Note Guarantor or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise;
(c) any taking, exchange, release the failure to give notice to the Guarantor of the occurrence of a Default under the provisions of this Indenture or non-perfection of any collateral, or the Securities;
(d) any taking, release or amendment or waiver of, of or consent to departure from, from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any changefailure, restructuring omission, delay by or termination inability on the part of the corporate structure Trustee or existence of the Holders to assert or exercise any Borrower right, power or any of its Subsidiariesremedy conferred on the Trustee or the Holders in this Indenture or the Securities;
(f) any failure change in the corporate structure, or termination, dissolution, consolidation or merger of the Agent Company or any Lender to disclose to Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any information relating to Guarantor, the businessmarshaling of the assets and liabilities of the Company or any Guarantor, condition (financial the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or otherwise)readjustment of, operationsor other similar proceedings affecting the Company or any Guarantor, performance, properties or prospects any of the assets of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information)them;
(g) the failure assignment of any other Person to execute right, title or deliver this Guaranty interest of the Trustee or any other guaranty or agreement Holder in this Indenture or the release or reduction of liability of the Company or Securities to any other guarantor or surety with respect to the Guaranteed ObligationsPerson; or
(h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any a Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities. This Guaranty The Securities Guarantee of each Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender or any other Person Trustee upon the insolvency, bankruptcy 94 95 or reorganization of any Borrower the Company or otherwise, all as though such payment had not been made. Each Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V of this Indenture for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article V of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Securities Guarantee.
Appears in 1 contract
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, the Secured Cash Management Agreements, the Interest Rate Hedging Agreements or the Secured Commodity Hedging Agreements, as applicable, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Secured Party with respect thereto. The obligations of To the Company under or in respect of this Guaranty are independent of maximum extent permitted by law, the Guaranteed Obligations or any other obligations of any other Borrower each Guarantor under or in respect of this Agreement are independent of the Secured Obligations of the Restricted Persons, under or in respect of the Loan Documents, the Secured Cash Management Agreements, the Interest Rate Hedging Agreements and the NotesSecured Commodity Hedging Agreements, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against any Borrower the applicable Restricted Person or whether any Borrower such Restricted Person is joined in any such action or actions. The liability Guaranteed Obligations of each Guarantor under this Agreement and the rights of the Company under this Guaranty Collateral Agent shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this any Loan Document, any Secured Cash Management Agreement, any Note Interest Rate Hedging Agreement, any Secured Commodity Hedging Agreement or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this any Loan Document, any Secured Cash Management Agreement, any Interest Rate Hedging Agreement, any Secured Commodity Hedging Agreement or any Noteother agreement or instrument relating thereto, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseRestricted Person (as applicable);
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral Collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiariesthe Restricted Persons (as applicable);
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesRestricted Person;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or;
(g) any limitation on any party’s liability or obligations under any Loan Document, any Secured Cash Management Agreement, any Interest Rate Hedging Agreement or any Secured Commodity Hedging Agreement;
(h) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Restricted Person or any action taken with respect to this Agreement, any other Loan Document, any Secured Cash Management Agreement, any Interest Rate Hedging Agreement or any Secured Commodity Hedging Agreement by any trustee, receiver, interim receiver, receiver/manager, custodian, liquidator, sequestrator, administrator or other similar official, or by any court, in any such proceeding; or 88 [OPAL Fuels Credit Agreement]
(i) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Borrower a surety or any other guarantor or suretya guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any Borrower other Restricted Person or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company This Indenture Guarantee is irrevocable, absolute, present and unconditional. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesIndenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender the Holders with respect thereto. Each Guarantor further agrees that its Indenture Guarantee herein constitutes a guarantee of payment, performance and compliance (and not a guarantee of collection). The obligations of the Company each Guarantor under or in respect of this Guaranty its Indenture Guarantee herein are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guarantyits Indenture Guarantee, irrespective of whether any action is brought against the Company or any Borrower other guarantor or whether the Company or any Borrower other guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty its Indenture Guarantee herein shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Indenture or the Securities with respect to the Company or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise;
(c) the failure to give notice to such Guarantor of the occurrence of a Default under the provisions of this Indenture or the Securities;
(d) any taking, exchange, release or non-perfection nonperfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(de) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCompany;
(f) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty inability on the part of the Agent and Trustee or the Lenders Holders to disclose such information)assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities;
(g) any change in the failure of any other Person to execute corporate structure, or deliver this Guaranty termination, dissolution, consolidation or any other guaranty or agreement or the release or reduction of liability merger of the Company or any guarantor (including any other Guarantor) with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any guarantor (including any other Guarantor), the marshaling of the assets and liabilities of the Company or surety any guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with respect creditors, or readjustment of, or other similar proceedings affecting the Company or any guarantor (including any other Guarantor), or any of the assets of any of them;
(h) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to the Guaranteed Obligationsany other Person; or
(hi) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or a guarantor (including any other guarantor Guarantor), other than payment in full of the Guaranteed Obligations; it being the intent of such Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities and except as otherwise provided in Section 4.10(b). This Guaranty Indenture Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or Trustee, any Lender Holder or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment or performance had not been mademade or occurred. Except as expressly set forth in Sections 4.10(b), 8.01(b) and 10.03, the obligations of each Guarantor under its Indenture Guarantee herein shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.
Appears in 1 contract
Guaranty Absolute. The Company Holdings guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Lenders with respect thereto. The obligations of the Company Holdings under or in respect of this Guaranty SECTION 18 are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Holdings to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower Borrowers or whether any Borrower is Borrowers are joined in any such action or actions. The liability of the Company Holdings under this Guaranty SECTION 18 shall be irrevocable, absolute and unconditional irrespective of, and the Company Holdings hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Borrowers or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender the Lenders that might otherwise constitute a defense available to, or a discharge of, Holdings, any Borrower or any other guarantor or surety. This Guaranty SECTION 18 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any a Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agent, L/C Issuer or any Lender with respect thereto. The obligations Obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other Borrower Obligor under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or any other Obligor or whether the Borrower or any Borrower other Obligor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of any provision under this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of any Borrower other Obligor under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Obligor or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral Collateral for all or any of the Guaranteed Obligations or any other obligations Obligations of any Borrower Obligor under this Agreement and the Notes Loan Documents or any other assets of any Borrower or any of its SubsidiariesObligor;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesObligor;
(f) any failure of the Agent Agent, L/C Issuer or any Lender to disclose to the Company any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Obligor now or hereafter known to the Agent or such Lender Lender, as the case may be (the Company each Guarantor waiving any duty on the part of the Agent Agent, L/C Issuer and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor any Guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Agent Agent, L/C Issuer or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Obligor or any other guarantor or surety, in its capacity as a guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent Agent, L/C Issuer or any Lender or any other Person upon the insolvencyPerson, bankruptcy or reorganization of any Borrower or otherwisefor whatever reason, all as though such payment had not been made.
Appears in 1 contract
Sources: Dip Credit Agreement
Guaranty Absolute. (a) The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement and the NotesIndenture, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Guaranteed Party with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether or not any action is brought against any Borrower the Company or whether any Borrower or not the Company is joined in any such action or actions. The liability obligations of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional unconditional, shall constitute a guaranty of payment and performance and not a guaranty of collection, shall be as primary obligor and not as surety only and shall be irrevocable, in each case irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
: (a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of of, or any consent to departure from this Agreement or any Notefrom, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralIndenture, or any takingdischarge, release disallowance, invalidity, voidness or amendment or waiver of, or consent to departure from, any other guaranty, for all or any unenforceability of the Guaranteed Obligations;
; (dii) any manner of application the existence of any collateralclaim, set-off, defense or proceeds thereofother right that the Company or the Guarantor may have at any time against the Guaranteed Party, to all whether in connection with this Agreement, the Indenture or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
unrelated transaction; (eiii) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to or the business, condition (financial partial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure total substitution of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or in the release or reduction of liability place of the Company under the Indenture whether by assignment, foreclosure or other guarantor otherwise; or surety with respect to the Guaranteed Obligations; or
(hiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or suretya guarantor. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person Guaranteed Party upon the insolvency, bankruptcy or reorganization of any Borrower the Company or the Guarantor or otherwise, all as though such payment had not been made.
(b) This Agreement shall not confer upon the Guaranteed Party or any other Person any right of payment or enforcement with respect to the Company under the Indenture that is in any manner broader or more expansive than such Person's rights of payment and enforcement, if any, with respect to the Company under the Indenture.
Appears in 1 contract
Guaranty Absolute. The Company Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender and the Lenders with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower or any other Guarantor or whether any Borrower or any other Guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses defense it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwisecredit;
(c) any taking, exchange, release release, or non-perfection of any collateralLien in and to any Collateral, or any taking, release or amendment or release, amendment, waiver of, or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application the existence of any collateralclaim, set-off, defense, or proceeds thereofother right that any Guarantor may have at any time against any Person, to all including Agent or any of the Guaranteed ObligationsLender;
(e) any defense, set-off, counterclaim, or any manner of sale or other disposition claim, of any collateral for all kind or any nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any other obligations security therefor;
(f) any right or defense arising by reason of any Borrower under this Agreement and claim or defense based upon an election of remedies by Agent, on behalf of the Notes Lenders, including any defense based upon an impairment or any other assets elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any Borrower or any of its Subsidiariesguarantors or sureties;
(eg) any change, restructuring restructuring, or termination of the corporate corporate, limited liability company, or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsGuarantor; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Guaranty and Security Agreement (DT Acceptance Corp)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
: (ai) any illegality, lack of validity or enforceability of this Agreementany Obligation, (ii) any Note amendment, modification, waiver or consent to departure from the terms of any agreement Obligation, including any renewal or instrument relating thereto;
extension of the time or change of the manner or place of payment, (biii) any exchange, substitution, release, non-perfection or impairment of any collateral securing payment of any Obligation, (iv) any change in the timecorporate existence, manner structure or place ownership of payment ofeither Borrower, or in any insolvency, bankruptcy, reorganization or other term ofsimilar proceeding affecting either Borrower or its assets or any resulting release or discharge of any Obligation, all (v) the existence of any claim, set-off or other rights that such Guarantor may have at any time against either Borrower, Administrative Agent or any of the Guaranteed Obligations its affiliates, any Bank or any other obligations of any Borrower under or in respect of this Agreement and the Notesits affiliates, or any other amendment corporation or waiver of person, whether in connection herewith or any consent to departure from this Agreement unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim, (vi) any law, regulation, decree or order of any jurisdiction, or any Noteother event, affecting any term of any Obligation or Administrative Agent's or any Bank's rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any increase prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in the Guaranteed Obligations resulting from the extension any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of additional credit to any Borrower banking moratorium or any suspension of its Subsidiaries payments by banks in such jurisdiction or otherwise;
(c) the imposition by such jurisdiction or any taking, exchange, release or non-perfection governmental authority thereof of any collateralmoratorium on, the required rescheduling or any taking, release or amendment or waiver restructuring of, or consent to departure fromrequired approval of payments on, any other guarantyindebtedness in such jurisdiction; or (C) any expropriation, for all confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives either Borrower of any assets or their use or of the Guaranteed Obligations;
ability to operate its business or a material part thereof; or (dD) any manner war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of application of any collateral, or proceeds thereofthe cases contemplated in clauses (A) through (D) above, to all the extent occurring or existing on or at any time after the date of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwiseGuaranty), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender and (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(hvii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender Bank that might otherwise constitute a defense available to, or a legal or equitable discharge of, either Borrower or any Borrower Guarantor or any other guarantor or surety. This Guaranty Without limiting the generality of the foregoing, each Guarantor guarantees that it shall continue to be effective or be reinstated, as pay Administrative Agent strictly in accordance with the case may be, if at any time any payment express terms of any document or agreement evidencing any Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the Guaranteed Obligations jurisdiction where any Borrower is rescinded or must otherwise be returned by the Agent principally located in effect from time to time, or any Lender order, decree or any other Person upon regulation in the insolvency, bankruptcy or reorganization of jurisdiction where any Borrower or otherwise, is principally located. It is the intent of this Section 2 that each Guarantors' obligations hereunder are and shall be absolute and unconditional under any and all as though such payment had not been madecircumstances.
Appears in 1 contract
Sources: Guaranty (Ensco International PLC)
Guaranty Absolute. This Non-Recourse Guaranty is ----------------- irrevocable, absolute, present and unconditional. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesIndenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender the Holders with respect thereto. The obligations of the Company Guarantor under or in respect of this Non-Recourse Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Non-Recourse Guaranty, irrespective of whether any action is brought against the Company or any Borrower other guarantor or whether the Company or any Borrower other guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Non-Recourse Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Indenture or the Notes with respect to the Company or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise;
(c) the failure to give notice to the Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes;
(d) any taking, exchange, release or non-perfection nonperfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(de) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes Collateral or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesCompany;
(f) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty inability on the part of the Agent and Trustee or the Lenders Holders to disclose such information)assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes;
(g) any change in the failure of any other Person to execute corporate structure, or deliver this Guaranty termination, dissolution, consolidation or any other guaranty or agreement or the release or reduction of liability merger of the Company or any guarantor with or into any other guarantor or surety with respect entity (other than pursuant to the Guaranteed ObligationsMerger), the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any guarantor, the marshalling of the assets and liabilities of the Company or any guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Company or any guarantor, or any of the assets of any of them;
(h) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person; or
(hi) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any a guarantor, other guarantor than payment in full of the Guaranteed Obligations; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Notes, subject to the second paragraph of Section 11.
01. This Non-Recourse Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or Trustee, any Lender Holder or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment or performance had not been mademade or occurred. The obligations of the Guarantor under this Non-Recourse Guaranty shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.
Appears in 1 contract
Sources: Indenture (Rev Holdings Inc)
Guaranty Absolute. The Company guarantees obligations of Pan Am under SECTIONS 4.1(A)(II) AND 4.1(B) are and shall be construed as a continuing, absolute and unconditional guaranty of payment and performance in full, and shall remain in full force and effect until all Obligations have been paid in full and the Revolving Credit Commitment terminated. Pan Am guaranties with respect to the Obligations in SECTIONS 4.1(A)(II) AND 4.1(B) that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement and the Notesother Loan Documents, regardless of any law, regulation or order applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Pan Am under this Guaranty SECTIONS 4.1(A)(II) AND 4.1(B) hereby made shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Agreement or any agreement other Loan Document or any other instrument relating theretoto any thereof or to any of the Obligations;
(b) any change in the existence, partnership structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any property of the Borrower or any resulting release or discharge of any Obligation contained in this Agreement or any other Loan Document;
(c) the failure of the Lender
(i) to assert any claim or demand or to enforce any right or remedy against the Borrower, Pan Am, or any other Person under the provisions of this Agreement or any other Loan Document or any other instrument relating to any thereof or under any Applicable Law; or
(ii) to exercise any right or remedy against any Collateral;
(d) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Guaranteed Obligations Obligations, or any other obligations of any Borrower under compromise, renewal, extension, acceleration or in release with respect of this Agreement and the Notesthereto, or any other amendment to, rescission, waiver or waiver other modification of or any consent to departure from any of the terms of this Agreement or any Note, including, without limitation, other Loan Document or any increase in the Guaranteed Obligations resulting from the extension of additional credit other instrument relating to any Borrower or any of its Subsidiaries or otherwisethereof;
(ce) any takingincrease, reduction, limitation, impairment or termination of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any of the Obligations (and Pan Am hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination);
(f) any exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment to or waiver or release of, or consent to departure from, from any other guaranty, for guaranty held by the Lender securing all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) any defense, set-off or counterclaim which may at any time be available to or be asserted by the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or Borrower against the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsLender; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, any Borrower the Borrower, Pan Am or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeCredit Party.
Appears in 1 contract
Sources: Credit Agreement (Pan Am Corp /Fl/)
Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation regulation, decree or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The guaranty hereunder is a guaranty of payment and not of collection. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or suretysurety (other than payment of such Guaranteed Obligations). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Xerox Corp)
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect theretothereto but subject to Section 2(b) above. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under the Loan Documents or in respect of this Agreement and the Notesconnection with any Hedge Contract, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Person or whether the Borrower, any Borrower other Guarantor or any other Person is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Person under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or from, any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower other Person under this Agreement and the Notes Loan Documents or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender Beneficiary to disclose to the Company Borrower or any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Person now or hereafter in the future known to the Agent or such Lender any Beneficiary (the Company waiving and each Guarantor hereby irrevocably waives any duty on the part of the Agent and the Lenders any Beneficiary to disclose such information);
(g) any signature of any officer of the failure of Borrower or any other Person to execute being mechanically reproduced in facsimile or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Borrower Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madePerson.
Appears in 1 contract
Guaranty Absolute. The Company PPG guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notesapplicable Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company PPG under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notesapplicable Loan Documents, and a separate action or actions may be brought and prosecuted against the Company PPG to enforce this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company PPG under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company PPG hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and or any of the Notesother Loan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Noteof the other Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or any of the Notes other Loan Documents or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender to disclose to the Company any Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to the Administrative Agent or such Lender (the Company PPG waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations;
(h) the enactment of any exchange controls in the jurisdiction of any Subsidiary or any Governmental Authority thereof, or the occurrence of any adverse political or economic development in the jurisdiction of any Subsidiary; or
(hi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Noteshereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Bank with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty guaranty with regard to the Guaranteed Obligations of each Borrower shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of authorization, execution, validity or enforceability of this Agreement, any Note or any illegality of such Borrower to become a Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating theretothereto (it being agreed by the Company that the Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals;
(b) the Agent's or any Bank's exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of the Agent's or any Bank's right to enforce against any other Borrower of the Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any such Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Credit Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any Note, including, without limitation, other agreement or instrument governing or evidencing any increase in of the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseObligations;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed ObligationsObligations of such Borrower;
(d) any manner change in ownership of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiariessuch Borrower;
(e) any change, restructuring or termination of the corporate structure or existence acceptance of any Borrower or any of its Subsidiariespartial payment(s) from such Borrower;
(f) any failure insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of the Agent creditors, appointment of a receiver or trustee for all or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects part of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information)Borrower's assets;
(g) any assignment, participation or other transfer, in whole or in part, of the failure of Agent's or any other Person to execute or deliver Bank's interest in and rights under this Guaranty Credit Agreement or any other Loan Document, or of the Agent's or any Bank's interest in the obligations or the Guaranteed Obligations;
(h) any cancellation, renunciation or surrender of any pledge, guaranty or agreement any debt instrument evidencing the Obligations or the release Guaranteed Obligations;
(i) the Agent's or reduction of liability of any Bank's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Company Obligations or other guarantor or surety with respect to the Guaranteed Obligations; or
(hj) any other circumstance (includingaction or circumstance, without limitationother than payment, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any such Borrower or any other guarantor or suretyin respect of its Guaranteed Obligations. This Guaranty guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Obligation is rescinded or must otherwise be returned by the Agent or any Lender or any other Person Bank upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty Article are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The joint and several liability of the Company each Guarantor under this Guaranty Article shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
: (a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
; (c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower the Borrower; or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Guarantor, the Borrower or any other guarantor or surety. This Guaranty Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company guarantees guaranties that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Bank or the Agent or any Lender with respect thereto. The obligations Obligations of the Company under or in respect of this Guaranty Article XI are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this GuarantyArticle XI, irrespective of whether any action is brought against any Borrower Borrowing Subsidiary or Account Subsidiary or whether any Borrower Borrowing Subsidiary or Account Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses defense it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Agreement or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesGuarantied Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwiseAgreement;
(c) any taking, exchange, release or non-perfection of any collateral, collateral or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Guarantied Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Borrowing Subsidiary or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsAccount Subsidiary; or
(he) any other circumstance (including, without limitation, including any statute of limitationslimitations to the fullest extent permitted by applicable Law) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the Company, any Borrower Borrowing Subsidiary or any Account Subsidiary or other guarantor or suretyguarantor. This Guaranty guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned by any Bank, the L/C Issuer or the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower Borrowing Subsidiary or Account Subsidiary or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Graco Inc)
Guaranty Absolute. The Company Until the Termination Date, each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Administrative Agent, any Issuing Lender, the Swing Line Lender, any Lender, any Banking Services Provider or any Lender Swap Counterparty with respect theretothereto but subject to Sections 2(c) or 2(d) above. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under the Credit Documents or in respect of this Agreement and the Notesconnection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against the Company a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Guarantor or any other Person or whether any Borrower Guarantor or any other Person is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor, to the Company extent not prohibited by applicable law, hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Person under the Credit Documents or in respect of this Agreement and the Notesany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or Banking Services with a Banking Services Provider, or any other amendment or waiver of or any consent to departure from this Agreement any Credit Document or any Noteagreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower other Person under this Agreement and the Notes Credit Documents or any other assets of any Borrower or any of its SubsidiariesGuarantor;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesGuarantor;
(f) any failure of any Lender, the Agent Administrative Agent, any Issuing Lender, the Swing Line Lender or any Lender other Secured Party to disclose to the Company any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Person now or hereafter in the future known to the Agent Administrative Agent, any Issuing Lender, the Swing Line Lender, any Lender or such Lender any other Secured Party (the Company waiving and each Guarantor hereby irrevocably waives any duty on the part of the Agent and the Lenders any Secured Party to disclose such information);
(g) the failure any signature of any other Person to execute officer of any Guarantor being mechanically reproduced in facsimile or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; orotherwise;
(h) 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 Secured Party;
(i) the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Guarantor or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations or the failure of the Administrative Agent or any other Secured Party to file or enforce a claim in bankruptcy or other proceeding with respect to any Person; or any sale, lease or transfer of any or all of the assets of any Guarantor, or any changes in the holders of equity of any Guarantor;
(j) any failure of the Administrative Agent or any other Secured Party to take any action whatsoever to mitigate or reduce any Guarantor’s liability hereunder or any other Credit Document;
(k) any Legal Requirement which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation;
(l) the possibility that the Guaranteed Obligations may at any time and from time to time exceed the aggregate liability of such Guarantor under this Guaranty;
(m) any defense arising by reason of any failure of any Secured Party to make any presentment, or protest or to give any other notice, including notice of all of the following: acceptance of this Guaranty, partial payment or non-payment of all or any part of the Guaranteed Obligations and the existence, creation, or incurring of new or additional Guaranteed Obligations;
(n) any defense arising by reason of any incapacity, lack of authority, or other defense of the Borrower or any other person, or by reason of any limitation, postponement or prohibition on a Secured Party’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower or any other person with respect to all or any part of the Guaranteed Obligations (other than payment to the Secured Parties in full), or by reason of any act or omission of the Secured Parties or others which directly or indirectly results in the discharge or release of the Borrower or any other person or of all or any part of the Guaranteed Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise;
(o) any defense arising by reason of the failure of the Secured Parties to marshal assets;
(p) any defense based upon any failure of the Secured Parties to give to the Borrower or Guarantor notice of any sale or other disposition of any property securing any or all of the Guaranteed Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property; or
(q) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Secured Party that might otherwise constitute a an equitable or legal defense available to, or a an equitable or legal discharge of, any Borrower Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy (other than a defense of payment or reorganization of any Borrower or otherwise, all as though such payment had not been madeperformance).
Appears in 1 contract
Guaranty Absolute. The Company Each of the Guarantors severally, based ----------------- on its Pro Rata Share (and not jointly), guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents and Section 2 of this Agreement and the NotesGuaranty, regardless of any law, regulation or --------- order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender the Lenders with respect thereto. The obligations Obligations of each of the Company Guarantors under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantors to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantors under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each of the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or and all of the following:
(ai) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(ciii) any taking, exchange, release or non-perfection nonperfection of any collateralCollateral, or any taking, release or release, amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(div) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral Collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiariesthe Borrower;
(ev) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or
(hvi) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by the Agent or any Lender Lender) that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any a guarantor, other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any than payment of any in full in cash of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madeObligations.
Appears in 1 contract
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agents, the Lenders or any Lender the L/C Issuer with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty Article are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower the Borrowers or whether any Borrower is the Borrowers are joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty Article shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Borrowers or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent Agents, the Lenders or any Lender the L/C Issuer that might otherwise constitute a defense available to, or a discharge of, any Borrower such Guarantor, the Borrowers or any other guarantor or surety. This Guaranty Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or suretysurety (other than payment of such Guaranteed Obligations). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Xerox Corp)
Guaranty Absolute. The Company Until Payment in Full, each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Administrative Agent, the Issuing Lenders, any Lender, any Banking Service Provider or any Lender Swap Counterparty with respect theretothereto but subject to Section 2(c) above. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under the Credit Documents or in respect of this Agreement and the Notesconnection with any Hedging Arrangement or Banking Services, and a separate action or actions may be brought and prosecuted against the Company a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower Guarantor or any other Person or whether any Borrower Guarantor or any other Person is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor, to the Company extent not prohibited by applicable Legal Requirement, hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Person under the Credit Documents or in respect of this Agreement and the Notesany agreement or instrument relating to Hedging Arrangements with a Swap Counterparty or Banking Services with a Banking Services Provider, or any other amendment or waiver of or any consent to departure from this Agreement any Credit Document or any Noteagreement or instrument relating to Hedging Arrangements with a Swap Counterparty or Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the either Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateralCollateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral Collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower other Person under this Agreement and the Notes Credit Documents or any other assets of any Borrower or any of its SubsidiariesGuarantor;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its SubsidiariesGuarantor;
(f) any failure of any Lender, the Agent Administrative Agent, any Issuing Lender, or any Lender other Secured Party to disclose to the Company any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Person now or hereafter in the future known to the Agent Administrative Agent, the Issuing Lenders, any Lender or such Lender any other Secured Party (the Company waiving and each Guarantor hereby irrevocably waives any duty on the part of the Agent and the Lenders any Secured Party to disclose such information);
(g) the failure any signature of any other Person to execute officer of any Guarantor being mechanically reproduced in facsimile or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, any Borrower Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madePerson.
Appears in 1 contract
Guaranty Absolute. The Company Subject to the limitations in Section 1301, each Subsidiary Guarantor guarantees that the Guaranteed Obligations will Securities shall be paid or performed strictly in accordance with the terms of the Securities and this Agreement and the NotesIndenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Subsidiary Guarantor under or in respect of this Guaranty its Subsidiary Guarantee are independent of the Guaranteed Obligations or any other obligations of any other Borrower the Company under or in respect of the Securities and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Subsidiary Guarantor to 103 92 enforce this Guarantyits Subsidiary Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Subsidiary Guarantor or whether the Company or any Borrower other Subsidiary Guarantor is joined in any such action or actions. The liability of the Company each Subsidiary Guarantor under this Guaranty its Subsidiary Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have liability and obligations of such Subsidiary Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter acquire affected in any way relating to, any whole or all of the followingin part by:
(a) any lack of validity or enforceability of this Agreement, Indenture or the Securities with respect to the Company or any Note Subsidiary Guarantor or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries the Company or otherwise;
(c) any taking, exchange, release the failure to give notice to the Subsidiary Guarantor of the occurrence of a Default under the provisions of this Indenture or non-perfection of any collateral, or the Securities;
(d) any taking, release or amendment or waiver of, of or consent to departure from, from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any changefailure, restructuring omission, delay by or termination inability on the part of the corporate structure Trustee or existence of the Holders to assert or exercise any Borrower right, power or any of its Subsidiariesremedy conferred on the Trustee or the Holders in this Indenture or the Securities;
(f) any failure change in the corporate structure, or termination, dissolution, consolidation or merger of the Agent Company or any Lender to disclose to Subsidiary Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any information relating to Subsidiary Guarantor, the businessmarshalling of the assets and liabilities of the Company or any Subsidiary Guarantor, condition (financial the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or otherwise)readjustment of, operationsor other similar proceedings affecting the Company or any Subsidiary Guarantor, performance, properties or prospects any of the assets of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information)them;
(g) the failure assignment of any other Person to execute right, title or deliver this Guaranty interest of the Trustee or any other guaranty or agreement Holder in this Indenture or the release Securities to any other Person; or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or104 93
(h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any a Subsidiary Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities. This Guaranty The Subsidiary Guarantee of each Subsidiary Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender or any other Person Trustee upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment had not been made. Each Subsidiary Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.
Appears in 1 contract
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The To the extent permitted under applicable laws, the liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes Loan Documents or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Administrative Agent or any Lender to disclose to the Company Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Administrative Agent or such Lender (the Company Guarantor waiving any duty on the part of the Administrative Agent and the Lenders to disclose such information);; or
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, of any Borrower or any other guarantor or suretythe Guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Teva Pharmaceutical Industries LTD)
Guaranty Absolute. (a) The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement and the NotesIntercreditor Agreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Guaranteed Party with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this GuarantyAgreement, irrespective of whether or not any action is brought against any Borrower the Company or whether any Borrower or not the Company is joined in any such action or actions. The liability obligations of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional unconditional, shall constitute a guaranty of payment and performance and not a guaranty of collection, shall be as primary obligor and not as surety only and shall be irrevocable, in each case irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
: (a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of of, or any consent to departure from this Agreement or any Notefrom, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateralIntercreditor Agreement, or any takingdischarge, release disallowance, invalidity, voidness or amendment or waiver of, or consent to departure from, any other guaranty, for all or any unenforceability of the Guaranteed Obligations;
; (dii) any manner of application the existence of any collateralclaim, set-off, defense or proceeds thereofother right that the Company or the Guarantor may have at any time against the Guaranteed Party, to all whether in connection with this Agreement, the Intercreditor Agreement or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
unrelated transaction; (eiii) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to or the business, condition (financial partial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure total substitution of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or in the release or reduction of liability place of the Company under the Intercreditor Agreement whether by assignment, foreclosure or other guarantor otherwise; or surety with respect to the Guaranteed Obligations; or
(hiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company or any other guarantor or suretya guarantor. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person Guaranteed Party upon the insolvency, bankruptcy or reorganization of any Borrower the Company or the Guarantor or otherwise, all as though such payment had not been made.
(b) This Agreement shall not confer upon the Guaranteed Party or any other Person any right of payment or enforcement with respect to the Company under the Intercreditor Agreement that is in any manner broader or more expansive than such Persons' rights of payment and enforcement, if any, with respect to the Company under the Intercreditor Agreement.
Appears in 1 contract
Sources: Intercreditor and Collateral Agency Agreement (Mobile Energy Services Co LLC)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations Guaranteed Obligations of the Company M▇▇▇▇▇▇-▇▇▇▇▇▇ International under or in respect of this Guaranty are independent of the Guaranteed Obligations or of M▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, and any other obligations Obligations of any other Designated Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company M▇▇▇▇▇▇-▇▇▇▇▇▇ International to enforce this Guaranty, irrespective of whether any action is brought against M▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Borrower or whether any Designated Borrower is joined in any such action or actions. This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by M▇▇▇▇▇▇-▇▇▇▇▇▇ International of the Guaranteed Obligations. The liability of the Company M▇▇▇▇▇▇-▇▇▇▇▇▇ International under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company M▇▇▇▇▇▇-▇▇▇▇▇▇ International hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of M▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Designated Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Borrower or any of its the Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations Obligations of M▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Designated Borrower under this Agreement and the Notes Loan Documents or any other assets of M▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Designated Borrower or any of its their respective Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Loan Party or any of the Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Designated Borrower or its Subsidiariesassets or any resulting release or discharge of any Guaranteed Obligation;
(f) the existence of any claim, set-off or other right which M▇▇▇▇▇▇-▇▇▇▇▇▇ International may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction;
(g) any invalidity or unenforceability relating to or against any Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations;
(h) any failure of the Agent or any Lender to disclose to the Company any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party now or hereafter known to the Agent or such Lender (the Company M▇▇▇▇▇▇-▇▇▇▇▇▇ International waiving any duty on the part of the Agent and the Lenders to disclose such information);
(gi) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any such other guarantor or surety with respect to the Guaranteed Obligations; or
(hj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a legal or equitable defense available to, or a discharge of, M▇▇▇▇▇▇-▇▇▇▇▇▇ International, any Designated Borrower or any surety other guarantor or suretythan indefeasible payment in full in cash of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any Borrower Loan Party or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Mettler Toledo International Inc/)
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Lenders with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or the Guarantor or whether any the Borrower or the Guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and and, to the Company maximum extent permitted by law, the Guarantor hereby irrevocably waives waives, any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Agreement or any agreement or instrument relating theretohereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement Agreement, any Note or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or the Guarantor or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Term Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Guaranty Absolute. The Company Performance Guarantor guarantees that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of this Agreement and the Notesapplicable Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Beneficiary with respect thereto. The obligations of the Company Performance Guarantor under or in respect of this Performance Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Performance Guarantor to enforce this Performance Guaranty, irrespective of whether any action is brought against the Servicer or any Borrower Originator or whether any Borrower the Servicer or such Originator is joined in any such action or actions. The liability of the Company Performance Guarantor under this Performance Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreementany Transaction Document, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteTransaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower Purchases or any of its Subsidiaries Reinvestments or otherwise;
(c) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof;
(d) any waiver of any right, power or remedy or of any default with respect to the Obligations or any part thereof or any agreement relating thereto;
(e) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(df) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of the Servicer, any Borrower Originator or any of its their Subsidiaries;
(eg) the existence of any claim, setoff or other rights which any Beneficiary may have at any time against the Servicer, any Originator or any of their Subsidiaries in connection herewith or any unrelated transaction;
(h) any assignment or transfer of the Obligations or any part thereof permitted under the Purchase and Sale Agreement, this Agreement or any other Transaction Document;
(i) any change, restructuring or termination of the corporate structure or existence of any Borrower TXU or any of its Subsidiaries;; or Table of Contents
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(hj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge ofof the Servicer, any Borrower Originator or any other guarantor of their Subsidiaries or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madea guarantor.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Vistra Energy Corp.)
Guaranty Absolute. The Company guarantees Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Creditors with respect thereto. The obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guarantysuch Obligations, irrespective of whether any action is brought against any Borrower the Company or whether the Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note the Agreement or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries Company or otherwise;
(c) any taking, exchange, release release, subordination or non-perfection of any collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed ObligationsCompany; or
(he) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Creditors that might otherwise constitute a defense available to, or a discharge of, any Borrower Company or any other guarantor Guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Creditors or any other Person entity upon the insolvency, bankruptcy or reorganization of Company or otherwise (and whether as a result of any Borrower demand, settlement, litigation or otherwise), all as though such payment had not been made.
Appears in 1 contract
Sources: Personal Guaranty (Function(x) Inc.)
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agents or any Lender the Lenders with respect thereto. The obligations Obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any other Borrower Loan Party under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company such Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives to the extent permitted by applicable law any defenses it may now or hereinafter have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of any Borrower other Loan Party under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations Obligations of any Borrower other Loan Party under this Agreement and the Notes Loan Documents or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;; or
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the any Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower Borrower, any Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstatedreinstated (provided no such reinstatement shall occur after the Release Date with respect to any Subsidiary Guarantor (except Global Operations) and after the Operations Release Date with respect to Global Operations), as the case may be, if at any time any payment of any of the Guaranteed Obligations made, with respect to the Subsidiary Guarantors (except Global Operations), prior to the Release Date and with respect to Global Operations prior to the Operations Release Date, is rescinded or must otherwise be returned by the any Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Imc Global Inc)
Guaranty Absolute. The Company (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, each other Loan Document and the Noteseach Other Secured Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender other Secured Party with respect thereto. The obligations of the Company each Guarantor under or in respect of the guarantee under this Guaranty Article VII (this “Guaranty”) are independent of the Guaranteed Obligations or any other obligations of the Company or any other Borrower Guarantor, as the case may be, under or in respect of this Agreement Agreement, the other Loan Documents and the NotesOther Secured Agreements, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any Borrower Guarantor, as the case may be, or whether the Company or any Borrower Guarantor, as the case may be, is joined in any such action or actions, and any failure by the Administrative Agent or any other Secured Party to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(ai) any lack of validity or enforceability against the Company or any Guarantor, as the case may be, of this Agreement, any Note other Loan Document, any Other Secured Agreement or any agreement or instrument relating thereto;
(bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of the Company or any Borrower Guarantor, as the case may be, under or in respect of this Agreement Agreement, the other Loan Documents and the NotesOther Secured Agreements, or any other amendment amendment, supplement, modification or waiver of or any consent to departure from this Agreement Agreement, any other Loan Document or any NoteOther Secured Agreement, including, without limitation, any renewal, extension or acceleration, or any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower the Company or any of its Restricted Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Perspecta Inc.)
Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, if any, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty Article VII are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the any Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty Article VII shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this AgreementAgreement (other than this Article VII), any Note the Notes, if any, or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and or the Notes, if any, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, if any, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and or the Notes Notes, if any, or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of any Lender or the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to such Lender or the Agent or such Lender (the Company waiving any duty on the part of the Agent Lenders and the Lenders Agent to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Interpublic Group of Companies, Inc.)
Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.. Jabil Credit Agreement74 79
Appears in 1 contract
Sources: Credit Agreement (Jabil Inc)
Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Administrative Agent, the Issuing Lender, the Swing Line Lender, any Lender, any Secured Swap Provider or any Lender Banking Services Provider with respect theretothereto but subject to Section 2(d) above. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Borrower Person under the Credit Documents or in respect of this Agreement and the Notesconnection with any Hedging Arrangement or any Banking Services, and a separate action or actions may be brought and prosecuted against the Company a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any Borrower other Guarantor or any other Person or whether the Borrower, any Borrower other Guarantor or any other Person is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Borrower Person under the Credit Documents or in respect of this Agreement and the Notesany agreement or instrument relating to Hedging Arrangements with a Secured Swap Provider or Banking Services with a Banking Services Provider, or any other amendment or waiver of or any consent to departure from this Agreement any Credit Document or any Noteagreement or instrument relating to Hedging Arrangements with a Secured Swap Provider or Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower other Person under this Agreement and the Notes Credit Documents or any other assets of any the Borrower or any of its SubsidiariesGuarantor;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its SubsidiariesGuarantor;
(f) any failure of any Lender, the Agent Administrative Agent, the Issuing Lender, the Swing Line Lender or any Lender other Secured Party to disclose to the Company Borrower or any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Person now or hereafter in the future known to the Agent Administrative Agent, the Issuing Lender, the Swing Line Lender, any Lender or such Lender any other Secured Party (the Company waiving and each Guarantor hereby irrevocably waives any duty on the part of the Agent and the Lenders any Secured Party to disclose such information);
(g) the failure any signature of any other Person to execute or deliver this Guaranty officer of the Borrower or any other guaranty Guarantor being mechanically reproduced in facsimile or agreement otherwise; or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Secured Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Borrower Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been madePerson.
Appears in 1 contract
Guaranty Absolute. (a) The Company guarantees Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other the Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor Avago Credit Agreement hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any the Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any the Borrower or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any the Borrower under this Agreement and the Notes or any other assets of any the Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any the Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company Guarantors any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower now or hereafter known to the Agent or such Lender (the Company Borrower waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company Guarantors or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any the Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesLoan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations Guaranteed Obligations of the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International under or in respect of this Guaranty are independent of the Guaranteed Obligations or of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, and any other obligations Obligations of any other Designated Borrower under or in respect of this Agreement and the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International to enforce this Guaranty, irrespective of whether any action is brought against ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Borrower or whether any Designated Borrower is joined in any such action or actions. This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International of the Guaranteed Obligations. The liability of the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any Note Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, as a Borrower hereunder, or any Designated Borrower under or in respect of this Agreement and the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Borrower or any of its the Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;
(f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.
Appears in 1 contract
Sources: Credit Agreement (Mettler Toledo International Inc/)
Guaranty Absolute. The Company Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the NotesNote Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Purchaser with respect thereto. The obligations Obligations of the Company Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of the Company or any other Borrower Obligor under or in respect of this Agreement and the NotesNote Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any Borrower other Obligor or whether the Company or any Borrower other Obligor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Agreement, any the Note Documents or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of any Borrower other Obligor under or in respect of this Agreement and the NotesNote Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Note Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the issue of Rollover Notes or the extension of additional credit to any Borrower Obligor or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Borrower the Company or any of its Subsidiaries;; or
(fe) any failure of the Agent or any Lender Purchaser to disclose to the Company or the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Borrower other Obligor now or hereafter in the future known to the Agent or such Lender any Purchaser (the Company Guarantor waiving any duty on the part of the Agent and the Lenders Purchasers to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or
(hf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Purchaser that might otherwise constitute a defense available to, or a discharge of, any Borrower the Company, the Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender Purchaser or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower the Company or otherwise, all as though such payment had not been made.
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