Guaranty Unconditional. The obligations of the Company under this Article XI shall be absolute, unconditional and irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement or any other Loan Document; (c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document; (d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Document; (e) the existence of any claim, set-off or other right which the Company may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Document, or any provision of Applicable Law purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this Agreement; or (g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Lance Inc), Credit Agreement (Lance Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. The obligations of the Company each Guarantor under this Article XI 5 shall be absolutecontinuing, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Canadian Borrower under this Agreement or any other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any other guaranty direct or indirect security, or of any direct guaranty or indirect security other liability of any third party, for any obligation Obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Canadian Borrower or the Canadian Borrower's assets any Guarantor or any of their respective assets, or any resulting release or discharge of any obligation Obligation of the Canadian Borrower contained in under this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other right which the Company may have that any Guarantor at any time may have against the Canadian Borrower, either the Administrative Agent, the Issuing Bank, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of the whole or any provision of this Agreement or any other Loan Document, or any provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Canadian Borrower of any Obligation or the principal payment by the Borrower of or interest on any other Loan Document or any other amount payable by the Canadian Borrower it under this AgreementAgreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either the Administrative Agent, the Issuing Bank, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Company's obligations as guarantor hereunderof any Guarantor under this Article 5.
Appears in 2 contracts
Sources: Credit Agreement (America Service Group Inc /De), Credit Agreement (America Service Group Inc /De)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Reimbursement Agreement, any Reimbursement Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Reimbursement Agreement, any Reimbursement Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Borrower under this Agreement the Reimbursement Agreement, any Reimbursement Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Reimbursement Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Reimbursement Note or any other amount payable by the Canadian Borrower under this the Reimbursement Agreement, the Reimbursement Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 2 contracts
Sources: Reimbursement Agreement (Gables Residential Trust), Reimbursement Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agentany other Guarantor, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreementthe Loan Documents; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agentany other Guarantor, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to Administrative Agent or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as guarantor hereunderhereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent s from and after the Petition Date in connection with the Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Stewart Information Services Corp), Credit Agreement (Stewart Information Services Corp)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of the Company under this Article XI Subsidiary Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or of any obligation of any other Guarantor, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or the Canadian Borrower's any Guarantor, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor;
(ev) the existence of any claim, set-off setoff or other right rights which any of the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender Lender, any Affiliate of any of them, or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Agreement, any Rate Management Transaction, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender Lender, any Affiliate of any of them, or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Subsidiary Guarantor’s obligations as guarantor hereunder.
Appears in 2 contracts
Sources: Subsidiary Guaranty (Airnet Systems Inc), Subsidiary Guaranty (Airnet Systems Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether occurring before or after receipt by the Lender of notice of termination of this Guaranty:
(ai) any extension, renewal, settlement, compromise, waiver or release in with respect of to any obligation of the Canadian Borrower under this the Credit Agreement or any other Loan Facility Document, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or modification, amendment of or supplement to this the Credit Agreement or any other Loan Facility Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(diii) any change in the corporate existence, structure or ownership of Borrower or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or its assets or any other guarantor of any of the Canadian Borrower's assets Guaranteed Obligations or its assets, or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(eiv) the existence of any claim, set-off setoff or other right which the Company Guarantor may have at any time against the Canadian Borrower, either Agentany other guarantor of any of the Guaranteed Obligations, any the Lender or any other Personperson, whether in connection herewith or any unrelated transactionwith the Credit Agreement, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Facility Document, or any unrelated transactions;
(v) the invalidity or unenforceability, regardless of the reason, of the Credit Agreement, any other Facility Document or any provision thereunder concerning rights or obligations of the Borrower or any other guarantor of any of the Guaranteed Obligations;
(vi) any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other guarantor of the Guaranteed Obligations of the principal of under or interest on any other Loan Document the Credit Agreement or any other amount payable by the Canadian Borrower under any other Facility Document;
(vii) any failure or omission to enforce any right, power or remedy: (a) under the Credit Agreement or any other Facility Document, or (b) with respect to any or all of the Guaranteed Obligations;
(viii) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, any part thereof or indebtedness which is otherwise not covered by this AgreementGuaranty even though the Lender might lawfully have elected to apply such payments to all or any part of the Guaranteed Obligations or to indebtedness which is not covered by this Guaranty;
(ix) any release, nonperfection or invalidity of any direct or indirect security, regardless of when granted, for any obligation of the Borrower under the Credit Agreement or any other Facility Document, or any release or invalidity of obligations of any other guarantor of any of the Guaranteed Obligations; or
(gx) any other act or act, omission to act or delay of any kind by the Canadian Borrower, either Agentany other guarantor of the Guaranteed Obligations, any the Lender or any other Person person, or any other circumstance whatsoever whatsoever, which might, but for the provisions of this paragraphSection 2, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 2 contracts
Sources: Guaranty (Edison Schools Inc), Guaranty (Edison Schools Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other Guarantors of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, the Notes, the Security Documents any Loan Document, or any obligations of any other Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company any Guarantor may have at any time against the Canadian Borrower, either any other Guarantors or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document the Notes or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, the Security Documents or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantors' obligations as guarantor hereunder, including without limitation, any failure, omission, delay or inability on the part of the Agent or any Bank to enforce, assert or exercise any right, power or remedy conferred on the Agent or any Bank under the Credit Agreement or any other Loan Documents (other than the indefeasible payment in full of all of the Guaranteed Obligations).
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of the Company under this Article XI Subsidiary Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement or restatement of the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Borrowers under this Agreement or the Credit Agreement, any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations or the Rate Management Transactions;
(d) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, or any other guarantor of the Canadian Borrower Guaranteed Obligations, or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement any Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations or the Rate Management Transactions;
(e) the existence of any claim, set-off setoff or other right rights which the Company Subsidiary Guarantor may have at any time against the Canadian any Borrower, either any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(f) any invalidity or unenforceability relating to or against any Borrower, or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Borrower, or any other guarantor of the Canadian Borrower Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Borrowers under this the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian any Borrower, either any other guarantor of the Guaranteed Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanySubsidiary Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower Lessee under this Agreement or any other Loan Operative Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Operative Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Lessee under this Agreement or any other Loan Operative Document;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower Lessee or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Lessee, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Lessee, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off recoupment, setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either AgentLessee, any Lender other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Lessor or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Document, or any provision of Applicable Law purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
: (a) any change in the amount or purpose of or the time, manner, method, or place of payment or performance of any of the Obligations or any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Person under any Loan Document, by operation of law or otherwise;
; (b) any modification modification, extension, renewal or amendment of or supplement to this Agreement any Loan Document or any other of the Obligations or any execution or delivery of any additional Loan Document;
Documents; (c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Person under any Loan Document;
; (d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's any other Person or any of their assets or any resulting release or discharge of any obligation (including any of the Canadian Obligations) of the Borrower contained in this Agreement or any other Person under any Loan Document;
; (e) the existence of any claim, set-off off, defense, counterclaim, withholding or other right which that the Company Guarantor or the Borrower may have at any time against any Person (including the Canadian Borrower, either Agent, any Lender or any other PersonAdministrative Agent and the Lenders), whether in connection herewith with the Loan Documents or any unrelated transaction, transactions; provided that nothing herein shall prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim;
; (f) any avoidance, subordination, invalidity or unenforceability relating to or against the Canadian Borrower or any other Person for any reason of this Agreement any Obligation or any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment of any Obligation by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by Person, or the Canadian Borrower denies that it has any or further liability or obligation under this Agreement; or
(g) any other act Loan Document, or omission purports to act revoke, terminate or delay rescind any Obligation or provision of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunder.Loan Document; 44
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extensionextensions, renewalrenewals, settlementsettlements, compromisecompromises, waiver waivers or release releases in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document;
(ciii) any releasereleases, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Principal under this Agreement or the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Principal, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Subsidiary Guarantors may have at any time against the Canadian BorrowerPrincipal, either any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document Principal, or any other guarantor of the Guaranteed Obligations, of any amount payable by the Canadian Borrower Principal under this Agreementthe Credit Agreement or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian BorrowerPrincipal, either any other guarantor of the Guaranteed Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower or any other Guarantor under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(ciii) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower or any other Guarantor under this Agreement or any other Loan DocumentNote;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower or any other Guarantor contained in this Agreement or any other Loan DocumentNote;
(ev) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreement; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Guaranty Unconditional. The obligations of the Company under this Article XI shall be absolute, unconditional and irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:80
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligations, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement the Loan Documents or any other Loan DocumentLender Swap Agreements;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligations;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor, any Restricted Subsidiary or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan DocumentObligation;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, any other Guarantor or any Restricted Subsidiary for any reason of this the Loan Documents, any Lender Swap Agreement or any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower or any other Guarantor or any Restricted Subsidiary under this the Loan Documents or any Lender Swap Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as guarantor hereunderhereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Holdings hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Obligor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Obligor under the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Obligor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Obligor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other right rights which the Company Holdings may have at any time against the Canadian Borrower, either any other Obligor, any Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Obligor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Obligor of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower or any other Obligor under this Agreementthe Loan Documents; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Obligor, any Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of Holdings' obligations hereunder (other than, in each case, the Company's obligations as guarantor hereunderpayment of the Obligations in full).
Appears in 1 contract
Sources: Liquidity Facility (Evenflo & Spalding Holdings Corp)
Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Guarantied Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Company under Guarantor pursuant to this Article XI shall be Guaranty; it being the purpose and intent of the Guarantor and the Guarantied Parties that the covenants, agreements, and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional unconditional, and irrevocable and, without under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, the Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Documentpart, by operation of law any action or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other right which the Company may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Document, or any provision of Applicable Law purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this paragraphGuaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company's obligations as Guarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Guarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings between the Borrower and the Guarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.
Appears in 1 contract
Sources: Loan Agreement (Rural Cellular Corp)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, and the Guarantor, to the maximum extent permitted by applicable law, hereby waives any defense to any of its obligations hereunder that might otherwise be available to it on account of:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan guarantor under any Financing Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Financing Document;
(ciii) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any other guaranty direct or indirect security, or of any direct guarantee or indirect security any liability of any third party, for any obligation of the Canadian Borrower under this Agreement or any other Loan Financing Document;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's any other guarantor or any of its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan guarantor contained in any Financing Document;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agent, any Lender the Bank or any other PersonAffiliate, whether or not arising in connection herewith or with any unrelated transaction, Financing Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower or any other guarantor for any reason of this Agreement or any other Loan Financing Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by guarantor of the Canadian Borrower under this Agreement; orGuaranteed Indebtedness;
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender the Bank or any other Person Affiliate or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as hereunder;
(viii) the absence of any attempt to collect any of the Guaranteed Indebtedness from the Borrower or from any other guarantor hereunderor any other action to enforce the same or the election of any remedy by the Bank or any Affiliate; or
(ix) any suretyship laws of the State of North Carolina.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuarantor under this Agreement, or any Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower or any other Guarantor under this Agreement or any other Loan DocumentNote;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower or any other Guarantor contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the -------- ---- assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Guarantied Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Company under Guarantor pursuant to this Article XI shall be Guaranty; it being the purpose and intent of the Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable and, without under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, the Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Documentpart, by operation of law any action or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other right which the Company may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Document, or any provision of Applicable Law purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this paragraphGuaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company's obligations as Guarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Guarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings between the Borrowers and the Guarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian any Borrower under this Agreement or any other Loan DocumentNote, by operation of law or otherwiseotherwise (except to the extent the foregoing expressly releases a Guarantor’s obligations under this Article 10);
(b) any modification or amendment of or supplement to this Agreement or any Note (other Loan Documentthan any modification, amendment or supplement of this Article 10 effected in accordance with Section 11.05);
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian any Borrower under this Agreement or any other Loan DocumentNote;
(d) any change in the corporate legal existence, structure or ownership of the Canadian Borrower any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian any Borrower or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian any Borrower contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other right rights which the Company such Guarantor may have at any time against the Canadian any Borrower, either the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian any Borrower for any reason of this Agreement or any other Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian any Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower it under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian any Borrower, either the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to a Guarantor’s obligations hereunder (in each case other than payment in full of the Company's obligations as guarantor guaranteed hereunder).
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan DocumentGuarantor or guarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of any of the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or any of the Canadian Borrower's Guarantors, or any of their assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentof the Guarantors;
(ev) the existence of any claim, set-off setoff or other right rights which any of the Company Guarantors may have at any time against the Canadian Borrower, either the Administrative Agent, the Co-Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or related to the Amended and Restated Credit Agreement, any other Loan Document, or any other guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Amended and Restated Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either the Co-Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantors' obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of each Guarantor as a guarantor or joint and several obligor under the Company under Loan Documents, including this Article XI Section 11, shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian any Borrower or of any other Guarantor under this Agreement or any other Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Canadian Borrower Borrowers, any other Guarantor, or the Canadian Borrower's assets any of their respective assets, or any resulting release or discharge of any obligation of the Canadian any Borrower or of any other Guarantor contained in this Agreement or any other Loan Document;
(ed) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactionassertion of, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimdemand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, any other Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Canadian any Borrower or any other Guarantor for any reason of this Agreement or of any other Loan Document, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrowers or any other Guarantor of the principal of or interest on any other Loan Document Note or any other amount payable by them under the Canadian Borrower under this AgreementLoan Documents; or
(gh) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI shall Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Parent or the US Borrower under this Agreement or the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Parent or the Canadian US Borrower's , or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Parent or the US Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Subsidiary Guarantors may have at any time against the Canadian Parent or the US Borrower, either any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Parent or the US Borrower under this the Credit Agreement, any Note, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Parent or the US Borrower, either any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Subsidiary Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. This Guaranty is a guaranty of payment and not of collection, and the Guaranteed Party shall not be required to exhaust any right or remedy or take any action against Buyer or any other Person or any collateral (if any). The obligations obligation of the Company under this Article XI shall be absoluteGuarantor hereunder is continuing, absolute and unconditional and irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any provision of applicable law or regulation purporting to prohibit the payment by Buyer or any other Guarantor of any Guaranteed Obligation;
(b) any amendment, restatement, supplement, or other modification or waiver of the Securities Transfer Agreement or other related agreement or instrument;
(i) any extension, renewal, settlement, compromise, alteration, waiver or release in respect of any Guaranteed Obligation or any obligation of the Canadian Borrower under this Agreement Guaranty and/or with respect to the Buyer or any other Loan Document, Guarantor (whether by operation of law law, settlement or other agreement or otherwise), or (ii) any assignment of any Guaranteed Obligation by the Guaranteed Party (but only to the extent such assignment is made in accordance with the terms of the Securities Transfer Agreement);
(bd) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any application, release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Documentcollateral (if any);
(de) any change in the corporate organizational existence, structure or ownership of of, or any merger or consolidation with respect to Buyer, the Canadian Borrower Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting Buyer, the Canadian Borrower Guarantor or the Canadian Borrower's any other Person or their respective assets or any resulting release or discharge of any obligation Guaranteed Obligation or the obligations of the Canadian Borrower contained in this Agreement or any other Loan DocumentGuarantor hereunder;
(ef) the existence of any claimdefense (other than a defense of indefeasible payment in full in cash of the Guaranteed Obligations), set-off off, claim, counterclaim or other right which rights or dispute that the Company Guarantor or Buyer may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether in connection herewith herewith, the Securities Transfer Agreement or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimotherwise;
(fg) any invalidity or unenforceability relating to or against Any subordination of the Canadian Borrower for any reason of this Agreement Guaranteed Obligations or any other Loan Documentsubordination arrangements relating to the Securities Transfer Agreement;
(h) Any avoidance of any obligation or payment under Securities Transfer Agreement (whether by reason of fraudulent conveyance or otherwise);
(i) Any full or partial release, discharge, settlement or any provision of Applicable Law purporting compromise with respect to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document Buyer or any other amount payable Guarantor (and whether such release, discharge, settlement or compromise is by the Canadian Borrower under this Agreement; oroperation of law, by settlement agreement or otherwise);
(gj) any other act or omission failure to act or delay of any kind by the Canadian Borrower, either AgentBuyer, any Lender Guarantor, the Guaranteed Party or any other Person or Person; or
(k) any other event or circumstance (including without limitation any that varies the risk of the Guarantor) whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge or reduction of the Company's Guaranteed Obligations or the obligations as guarantor of the Guarantor hereunder, including all defenses of a surety (except the defense of indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Sources: Guaranty (Franchise Brands, LLC)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:: 134 140
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan DocumentGuarantor or guarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of any of the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or any of the Canadian Borrower's Guarantors, or any of their assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentof the Guarantors;
(ev) the existence of any claim, set-off setoff or other right rights which any of the Company Guarantors may have at any time against the Canadian Borrower, either the Administrative Agent, the Syndication Agent, the Documentation Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or related to the Amended and Restated Credit Agreement, any other Loan Document, or any other guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Amended and Restated Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either the Administrative Agent, the Documentation Agent, the Syndication Agent and any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantors' obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company each Guarantor under this Article XI shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower any other Obligor under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower any other Obligor under this Agreement or any other Loan DocumentNote (including, without limitation, in the case of Newcourt, any release of Newcourt USA pursuant to Section 9.07 hereof);
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower any other Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower any other Obligor or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower any other Obligor contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other right rights which the Company such Guarantor may have at any time against the Canadian Borrower, either the other Guarantor, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower any other Obligor for any reason of this Agreement or any other Loan Document, Note or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower any other Obligor of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower any other Obligor under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either the other Guarantor, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyor defense to such Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Cit Group Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligations, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement the Loan Documents or any other Loan DocumentLender Swap Agreements;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligations;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor, any Restricted Subsidiary or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan DocumentObligation;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, any other Guarantor or any Restricted Subsidiary for any reason of this the Loan Documents, any Lender Swap Agreement or any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower or any other Guarantor or any Restricted Subsidiary under this the Loan Documents or any Lender Swap Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as guarantor hereunderhereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower or any other Guarantor under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(ciii) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower or any other Guarantor under this Agreement or any other Loan DocumentNote;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower or any other Guarantor contained in this Agreement or any other Loan DocumentNote;
(ev) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreement; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Guaranty Unconditional. The obligations of the Company Borrower Guarantors under this Article XI the Borrower Guaranty shall be absolutejoint and several, irrevocable, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
, except for payment of Obligations and to the extent permitted by applicable Law (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower Obligation or any Revolving Credit Advance under this Agreement or any other Loan Document, Document by operation of law Law or otherwise;
; (bii) any modification or amendment of or supplement to this Agreement or any other Loan Document;
; (ciii) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any other guaranty direct or indirect security, or of any direct guarantee or indirect security for other liability of any obligation third party, of the Canadian Obligations of any Borrower under this Agreement or any other Loan Document;
Subsidiary thereof with respect to which the Borrower Guaranty relates; (div) any change in the corporate existence, structure structure, or ownership of the Canadian Borrower of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian any Borrower Guarantor or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Obligations of the Borrower Guarantors contained in this Agreement or any other Loan Document;
; (ev) the existence of any claim, set-off or other right rights which the Company any Borrower Guarantor may have at any time against any Lender, the Canadian Borrower, either Agent, any Lender LC Issuer or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactionLoan Document; provided, provided however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (fvi) any invalidity or unenforceability relating to or against the Canadian any Borrower or any Subsidiary thereof for any reason of this Agreement or any other Loan Document, Document or any provision of Applicable applicable Law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this AgreementAgreement or any Loan Document; or
or (gvii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by the Canadian a Borrower, either a Borrower Guarantor, the Administrative Agent, any Lender the Lenders, the LC Issuer or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunderBorrower Guaranteed Obligations under this Section 15.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreementthe Loan Documents; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as guarantor hereunderhereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. The obligations of the Company Parent under this Article XI X shall be absoluteirrevocable, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than any express written settlement, compromise, waiver or release in favor of the Canadian Borrower Parent in its capacity as a guarantor under this Article X) under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement (other than this Article X and the defined terms used herein) or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian any Borrower under this Agreement or any other Loan DocumentNote;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian any Borrower or the Canadian such Borrower's ’s assets or any resulting release or discharge of any obligation of the Canadian any Borrower contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other right rights which the Company Parent may have at any time against the Canadian any Borrower, either the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian any Borrower for any reason of this Agreement or any other Loan DocumentNote, or any provision of Applicable applicable Law or regulation purporting to prohibit the payment by the Canadian any Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian any Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian any Borrower, either the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Parent’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Pentair Inc)
Guaranty Unconditional. The obligations Guarantor guarantees (to the extent of its Stated Percentage or any greater amount assumed in accordance with Section 2.02) that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Company under this Article XI shall Credit Agreement and the other Loan Documents. The Guarantor agrees that the Guaranteed Obligations and Loan Documents may be absoluteextended or renewed, unconditional and irrevocable andindebtedness thereunder repaid and reborrowed in whole or in part, without limiting notice to or assent by the generality of Guarantor, and that it will remain bound upon its guaranty contained in, and the foregoingother provisions of, shall not be released, discharged or otherwise affected by:
(a) this Agreement notwithstanding any extension, renewal, settlement, compromise, waiver renewal or release in respect other alteration of any obligation of the Canadian Borrower under this Agreement Guaranteed Obligations or such Loan Documents, or any other Loan Document, by operation repayment and reborrowing of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Canadian Borrower contained Loans. Except as otherwise expressly provided in this Agreement or any other Loan Document;Document to which the Guarantor is a party, the obligations of the Guarantor under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof under any and all circumstances whatsoever, including:
(e1) the existence any modification, amendment, supplement, renewal, extension for any period, increase, decrease, alteration or rearrangement of any claim, set-off or other right which the Company may have at any time against the Canadian Borrower, either Agent, any Lender all or any other Personpart of the Guaranteed Obligations, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Document executed in connection herewith, or any contract or understanding among the Guarantor, any Other Guarantor, Millennium, the Administrative Agent and/or the Lenders, or any other Person, pertaining to the Guaranteed Obligations;
(2) any adjustment, indulgence, forbearance or compromise that might be granted or given by the Lenders to the Guarantor, any Other Guarantor, Millennium, or any other Person liable on the Guaranteed Obligations;
(3) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the Guarantor, any Other Guarantor, Millennium or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of the Guarantor, any Other Guarantor, Millennium or any sale, lease or transfer of any or all of the assets of the Guarantor, any Other Guarantor, or Millennium, or any changes in the owners of the equity of the Guarantor, any Other Guarantor, Millennium, or any reorganization of the Guarantor, any Other Guarantor, or Millennium;
(4) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that (A) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (B) the act of creating the Guaranteed Obligations or any part thereof is ultra v▇▇▇▇, (C) the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations or any part thereof violate applicable usury laws, (E) the Guarantor, any Other Guarantor, or Millennium has valid defenses, claims and offsets (whether at law or in equity, by agreement or by statute) which render the Guaranteed Obligations wholly or partially uncollectible from the Guarantor, any Other Guarantor, or Millennium, (F) the creation, performance or repayment of the Guaranteed Obligations (or execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) this Agreement, any other Loan Document, or any provision other document or instrument pertaining to the Guaranteed Obligations, has been forged or otherwise is irregular or not genuine or authentic;
(5) any full or partial release of Applicable Law purporting the liability of the Guarantor, any Other Guarantor, or Millennium on the Guaranteed Obligations or any part thereof, or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to prohibit pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof; it being recognized, acknowledged and agreed by the Canadian Borrower Guarantor that the Guarantor may be required to pay an amount equal to its Stated Percentage of, and as herein provided may elect or obligate itself, but will not be required, to pay a greater percentage of, the Guaranteed Obligations without assistance or support of any other Person, and the Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any other Person (other than the Other Guarantors) will be liable to perform the Guaranteed Obligations, or that the Administrative Agent or any Lender will look to any other Person (other than the Other Guarantors) to perform the Guaranteed Obligations;
(6) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the principal Guaranteed Obligations;
(7) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or interest on security, at any other Loan Document time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations;
(8) the failure of the Administrative Agent, the Lenders or any other amount payable Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security;
(9) the fact that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien; it being recognized and agreed by the Canadian Borrower Guarantor that the Guarantor is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any collateral for the Guaranteed Obligations;
(10) any payment by Millennium or the Guarantor or any Other Guarantor to the Administrative Agent or any Lender is held to constitute a preference under this Agreementbankruptcy laws, or for any other reason either the Administrative Agent or any Lender is required to refund such payment or pay such amount to Millennium or any other Person; or
(g11) any other act action taken or omitted to be taken with respect to this Agreement, any other Loan Document, the Guaranteed Obligations, or any security and collateral therefor, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to act or delay pay its Stated Percentage of any kind by the Canadian Borrower, either Agent, any Lender Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of the Guarantor that the Guarantor shall be obligated to pay an amount equal to its Stated Percentage of the Guaranteed Obligations (or any other Person greater amount assumed in accordance with Section 2.02) when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein (including any other circumstance whatsoever which might, but for the provisions of this paragraph, that might otherwise constitute a legal or equitable discharge of a surety or guarantor, including by reason of any future judicial decisions or legislations of any jurisdiction), except for the Company's obligations as guarantor hereunderindefeasible full and final payment and satisfaction of the Guaranteed Obligations after the termination of the Commitments of all Lenders and the expiration or termination of all Letters of Credit.
Appears in 1 contract
Sources: Guaranty Agreement (Nisource Inc/De)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Principal under this Agreement the Credit Agreement, any Note or any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Principal, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian BorrowerPrincipal, either any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Principal under this the Credit Agreement; or, any Note or any other Loan Document;
(gvii) any other act or omission to act or delay of any kind by the Canadian BorrowerPrincipal, either any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Lennar Corp /New/)
Guaranty Unconditional. The Subject to Section 10 hereof, ---------------------- ---------- the obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note, or any other Credit Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Credit Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note or any other Credit Document;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Subsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or the Canadian Borrower's any other Subsidiary Guarantor, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentSubsidiary Guarantor;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agentany Subsidiary Guarantor, any Lender Beneficiary or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, any other Subsidiary Guarantors, for any reason of this Agreement related to the Credit Agreement, any Subsidiary Guaranty or any other Loan Credit Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment of all or any part of the Obligations by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this AgreementSubsidiary Guarantor; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agentany other Subsidiary Guarantor, any Lender Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI 9 shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Documentof its Notes, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote of the Borrower (except that the Company's guarantee under this Article 9 shall apply to the obligations of the Borrower as modified, amended or supplemented thereby);
(ciii) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Documentof its Notes;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentof its Notes;
(ev) the existence of any claim, set-off or other right rights which the Company may have at any time against the Canadian Borrower, either any Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Documentof its Notes, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document of its Loans or any other amount payable by the Canadian Borrower it under this Agreement; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Allergan Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligation, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian any Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Canadian any Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower any Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian any Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian any Borrower, either any other Guarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian any Borrower or any other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian any Borrower or any other Guarantor of the principal of or interest on any other Loan Document or any other amount payable by any Borrower or any other Guarantor under the Canadian Borrower under this AgreementLoan Documents; or
(g) any other act or omission to act or delay of any kind by the Canadian any Borrower, either any other Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations hereunder. Furthermore, notwithstanding that a Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as guarantor hereunderhereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which any Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against any Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable, documented, out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Fei Co)
Guaranty Unconditional. The Subject to Section 4.14(f) and ---------------------- --------------- Section 12.13, hereof, the obligations of each of the Company under this Article XI U.S. Borrowers ------------- hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether occurring before or after receipt by the Lender of notice of termination of this Guaranty:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of SLQ under any of the Canadian Borrower under this Agreement or any other Loan DocumentDocuments, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Canadian Term Loan Repayment Obligations;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of SLQ under any Loan Document, or any obligations of any other guarantor of any of the Canadian Borrower under this Agreement or any other Term Loan DocumentRepayment Obligations;
(div) any change in the corporate existence, structure or ownership of SLQ or any other guarantor of any of the Canadian Borrower Term Loan Repayment Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting SLQ, or any other guarantor of the Canadian Borrower Term Loan Repayment Obligations, or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement SLQ, or any other guarantor of any of the Canadian Term Loan DocumentRepayment Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company U.S. Borrowers may have at any time against SLQ, any other guarantor of any of the Canadian BorrowerTerm Loan Repayment Obligations, either Agent, any the Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against SLQ, or any other guarantor of any of the Canadian Borrower Term Loan Repayment Obligations, for any reason of this Agreement or any other related to the Loan Document, Documents or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by SLQ, or any other guarantor of the Canadian Borrower Term Loan Repayment Obligations, of the principal of or interest on any other Loan Document or any other amount payable by SLQ under the Loan Documents;
(vii) any failure or omission to enforce any right, power or remedy with respect to the Canadian Borrower under Term Loan Repayment Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Canadian Term Loan Repayment Obligations or any part thereof;
(viii) any failure or omission to enforce any right, power or remedy with respect to the Canadian Term Loan Repayment Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Canadian Term Loan Repayment Obligations or any part thereof;
(ix) the application of payments received from any source to the payment of indebtedness other than the Canadian Term Loan Repayment Obligations, any part thereof or amounts which are not covered by this AgreementGuaranty even though the Lender might lawfully have elected to apply such payments to any part or all of the Canadian Term Loan Repayment Obligations or to amounts which are not covered by this Guaranty; or
(gx) any other act or omission to act or delay of any kind by SLQ, any other guarantor of the Canadian BorrowerTerm Loan Repayment Obligations, either Agentthe Lender, any Lender or any other Person person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany U.S. Borrower's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Emons Transportation Group Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, any other Guarantor, either Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreementthe Loan Documents; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, any other Guarantor, either Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunderhereunder (other than, in each case, the payment of the Obligations in full).
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of each of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Principal under this Agreement or the Credit Agreement, any Note, the Security Agreement, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, the Documentation Agent, the Syndication Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Principal, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian BorrowerPrincipal, either any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Documentation Agent, the Syndication Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Principal under this the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian BorrowerPrincipal, either any other guarantor of the Guaranteed Obligations, the Administrative Agent, the Documentation Agent, the Syndication Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Guaranty (SCP Pool Corp)
Guaranty Unconditional. The Subject to Section 9 hereof, the ---------------------- obligations of each of the Company under this Article XI Subsidiary Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b2) any modification or amendment of or supplement to this Agreement either Credit Agreement, any Note, or any other Loan Document;
(c3) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Principal under this Agreement or either Credit Agreement, any Note, the Security Agreement, any other Loan Document, any obligations of any other guarantor of any of the Guaranteed Obligations or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(d4) any change in the corporate existence, structure or ownership of the Canadian Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Principal, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e5) the existence of any claim, set-off setoff or other right rights which the Company Subsidiary Guarantors may have at any time against the Canadian BorrowerPrincipal, either any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(f6) any invalidity or unenforceability relating to or against the Canadian Borrower Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to either Credit Agreement, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Principal under this either Credit Agreement, any Note or any other Loan Document; or
(g7) any other act or omission to act or delay of any kind by the Canadian BorrowerPrincipal, either any other guarantor of the Guaranteed Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Subsidiary Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Subsidiary Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement or restatement of the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Principals under this Agreement or the Credit Agreement, any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations or the Rate Management Transactions;
(d) any change in the corporate existence, structure or ownership of any Principal or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Principal, or any other guarantor of the Canadian Borrower Guaranteed Obligations, or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement any Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations or the Rate Management Transactions;
(e) the existence of any claim, set-off setoff or other right rights which the Company Subsidiary Guarantors may have at any time against any Principal, any other guarantor of any of the Canadian BorrowerGuaranteed Obligations, either the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(f) any invalidity or unenforceability relating to or against any Principal, or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Principal, or any other guarantor of the Canadian Borrower Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Principals under this the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any Principal, any other guarantor of the Canadian BorrowerGuaranteed Obligations, either the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Subsidiary Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement or the Credit Agreement, any other Loan DocumentDocument or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation Guaranteed Obligations or any obligations of any other guarantor of any of the Canadian Borrower under this Agreement Guaranteed Obligations, or any other Loan Documentaction or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of any Debtor or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor, or any other guarantor of the Canadian Borrower Guaranteed Obligations, or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement any Debtor, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against any Debtor, any other guarantor of any of the Canadian BorrowerGuaranteed Obligations, either the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against any Debtor, or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, any agreement relating to any Swap Agreement Obligations or Banking Services Obligations, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Debtor, or any other guarantor of the Canadian Borrower Guaranteed Obligations, of the principal of or interest on any other Loan Document of the Guaranteed Obligations or any other amount payable by any Debtor under the Canadian Borrower under this Credit Agreement, any other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(gvii) any other act or omission to act or delay of any kind by any Debtor, any other guarantor of the Canadian BorrowerGuaranteed Obligations, either the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company each Borrower under this Article XI Section 11 shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian other Borrower under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any Note of the other Loan DocumentBorrower;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian other Borrower under this Agreement or any other Loan DocumentNote;
(d) any change in the corporate existence, structure or ownership of the Canadian other Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian other Borrower or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian other Borrower contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other right which the Company such Borrower may have at any time against the Canadian other Borrower, either the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian other Borrower for any reason of this Agreement or any Note of the other Loan DocumentBorrower, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian other Borrower of the principal of or interest on any Note of the other Loan Document Borrower or any other amount payable by the Canadian other Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian other Borrower, either the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companysuch Borrower's obligations as a guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Foreign Currency Borrower or corporate structure or ownership of any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Foreign Currency Borrower, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Foreign Currency Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian Foreign Currency Borrower, either any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Foreign Currency Borrower, or any other guarantor of any of the Guaranteed Obligations, for any 141 150 reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guarantee, or the lack of legal existence of the Foreign Currency Borrower, or any provision of Applicable Law applicable law or regulation purporting to prohibit or make illegal the payment by the Canadian Borrower Foreign Currency Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Foreign Currency Borrower under this the Credit Agreement, the Notes, or any other Loan Document, or the performance of any other obligation or undertaking of the Foreign Currency Borrower under the Credit Agreement, any other Loan Document, or any other Guarantee or otherwise making any of the Guaranteed Obligations irrecoverable from the Foreign Currency Borrower for any reason; or
(gvii) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by the Foreign Currency Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents
(viii) any other act or omission to act or delay of any kind by the Canadian Foreign Currency Borrower, either any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Russell Corp)
Guaranty Unconditional. The Guarantor acknowledges and agrees that no change in the nature or terms of the Guarantied Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Guarantied Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of the Company under Guarantor pursuant to this Article XI shall be Guaranty; it being the purpose and intent of the Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder are absolute, unconditional and irrevocable and, without under any and all circumstances. Without limiting the generality of the foregoing, the Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, the Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Documentpart, by operation of law any action or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other right which the Company may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Document, or any provision of Applicable Law purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever thing which might, but for the provisions this Section of this paragraphGuaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company's obligations as Guarantied Parties, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Guarantied Parties, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, the Guarantor or by reason of any further dealings among the Borrowers and the Guarantied Parties, or any of them, or any other guarantor or surety, and the Guarantor, to the extent permitted by Applicable Law, hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement any Borrower, any Subsidiary Guarantor or any other Person under any Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement any Borrower, any Subsidiary Guarantor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower any Borrower, any Subsidiary Guarantor or any other Person or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower any Borrower, any Subsidiary Guarantor or the Canadian Borrower's any other Person or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement any Borrower, any Subsidiary Guarantor or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other right rights which the Company may have at any time against the Canadian any Borrower, either any Subsidiary Guarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided transactions; PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower any Borrower, any Subsidiary Guarantor or any other Person for any reason of this Agreement or any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian any Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower it under this Agreementany Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian any Borrower, either any Subsidiary Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunder (in each case other than payment in full of the obligations guaranteed hereunder).
Appears in 1 contract
Sources: Credit Agreement (Cummins Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of the Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's Guarantor, or any of their assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentthe Guarantor;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either the Administrative Agent, the Co-Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or related to the Amended and Restated Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Amended and Restated Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either the Co-Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 8.07, the obligations of each of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, amendment, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement or Agreement, any other Loan DocumentDocument or any Guaranteed Obligation;
(c) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or Agreement, any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Lender or any Affiliate of the Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either Agentany other guarantor of any of the Guaranteed Obligations, any the Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to this Agreement, any other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other guarantor of the Guaranteed Obligations, of the Borrower of or interest on any amount payable by the Borrower under this Agreement or any other Loan Document;
(g) any law, regulation or order of any jurisdiction, or any provision other event, affecting any term of Applicable Law purporting to prohibit the payment by the Canadian Borrower any Guaranteed Obligation or any rights of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this AgreementLender with respect thereto; or
(gh) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agentany other guarantor of the Guaranteed Obligations, any the Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Company's any Guarantor’s obligations as guarantor hereunderunder this Article VIII.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Term Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Term Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Term Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, or partnership structure or ownership of the Canadian Borrower or any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Term Note or any other amount payable by the Canadian Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunder.other
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor ---------------------- hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Term Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Term Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Term Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Term Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Term Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 10 hereof, the ---------------------- ---------- obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note, or any other Credit Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Credit Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note or any other Credit Document;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Subsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or the Canadian Borrower's any other Subsidiary Guarantor, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentSubsidiary Guarantor;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agentany Subsidiary Guarantor, any Lender Beneficiary or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, any other Subsidiary Guarantors, for any reason of this Agreement related to the Credit Agreement, any Subsidiary Guaranty or any other Loan Credit Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment of all or any part of the Obligations by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this AgreementSubsidiary Guarantor; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agentany other Subsidiary Guarantor, any Lender Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Credit Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Credit Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Credit Document, or any obligations of any other Loan Documentguarantor of any of the Obligations;
(div) any change in the corporate existence, structure structures or ownership of the Canadian Borrower or any other guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other guarantor of the Canadian Borrower's Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan Documentguarantor of any of the Obligations;
(ev) the existence of any claim, set-off setoff, or other right rights which the Company any Subsidiary Guarantor may have at any time against the Canadian Borrower, either any other guarantor of any of the Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other guarantor of any of the Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Credit Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other guarantor of the Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Credit Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other guarantor of the Obligations, the Administrative Agent, any Lender Lender, or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable equitable, discharge of the Companyany Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (CBRL Group Inc)
Guaranty Unconditional. The obligations Obligations of the Company under this Article XI each Guarantor hereunder shall be absolutejoint and several, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation Obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation Obligation of the Canadian Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other right which rights that the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreementthe Loan Documents; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, the Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraphparagraph (g), constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor Obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Amended and Restated Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Amended and Restated Credit Agreement, 125 131 any Note, any Loan Document, or any obligations of any other Loan DocumentGuarantor or guarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, partnership structure or ownership of the Canadian Borrower or corporate structure or ownership of any of the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or any of the Canadian Borrower's Guarantors, or any of their assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentof the Guarantors;
(ev) the existence of any claim, set-off setoff or other right rights which any of the Company Guarantors may have at any time against the Canadian Borrower, either the Administrative Agent, the Syndication Agent, the Documentation Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or related to the Amended and Restated Credit Agreement, any other Loan Document, or any other guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Amended and Restated Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either the Administrative Agent, the Documentation Agent, the Syndication Agent and any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantors' obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The To the extent permitted by Applicable Law, the obligations of the Company under this Article XI shall be absolute, Guarantor hereunder are unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower Issuer under this Agreement Indenture or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement Indenture (other than this Article VII) or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Issuer or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower Issuer contained in this Agreement Indenture or any other Loan DocumentNote;
(ed) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian BorrowerIssuer, either the Trustee, the Principal Paying Agent, any Lender the Collateral Agent or any other Person, whether in connection herewith with this Indenture, the Security Documents or any unrelated transactiontransactions, provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(fe) any invalidity or unenforceability relating to or against the Canadian Borrower Issuer for any reason of this Agreement Indenture or any other Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Issuer of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Issuer under this Agreement; orIndenture;
(gf) any other act or omission to act or delay of any kind by the Canadian BorrowerIssuer, either the Trustee, the Principal Paying Agent, any Lender the Collateral Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Company's Guarantor’s obligations as guarantor hereunder; or
(g) any defenses (other than full and unconditional payment) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Guaranty, the Security Documents or this Indenture.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or the Credit Agreement, any Note, any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other guarantor of the principal Guaranteed Obligations, of the Borrower of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, any Note or any other Loan Document;
(vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation or any Lender’s rights with respect thereto; or
(gviii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other guarantor of the Guaranteed Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, the Accession Agreement or any other Loan Documentthe Notes of the Additional Borrower;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Additional Borrower under this the Credit Agreement, the Accession Agreement or the Notes or any obligation of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Additional Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Additional Borrower, or the Canadian Borrower's assets of any of the foregoing, or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan DocumentAdditional Borrower;
(ev) the existence of any claim, set-off setoff or other right which the Company Guarantor may have at any time against the Canadian Additional Borrower, either the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Additional Borrower, for any reason of this related to the Credit Agreement, the Accession Agreement or any other Loan Documentthe Notes of the Additional Borrower, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Additional Borrower of the principal of or interest on any other Loan Document the Notes of the Additional Borrower or any other amount payable by the Canadian Additional Borrower under this Agreementthe Credit Agreement or the Notes; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Additional Borrower, either the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower Lessee under this Agreement or any other Loan Operative Document, by operation of law or otherwiseotherwise or any obligation of any other Guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Operative Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Lessee under this Agreement or any other Loan Operative Document;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower Lessee or any other Guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Lessee, or any other Guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Lessee, or any other Loan DocumentGuarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off recoupment, setoff or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either AgentLessee, any Lender other Guarantor of any of the Guaranteed Obligations, the Lessor or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any law, regulation, order, decree, directive or accounting standard or requirement, (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of the Lessor with respect to any Guaranteed Obligation or under any Operative Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Operative Documents;
(vii) any invalidity or unenforceability relating to or against the Canadian Borrower Lessee, or any other Guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to any other Loan Operative Document, or any provision of Applicable Law other Guaranty, or any Governmental Requirement purporting to prohibit the payment by the Canadian Borrower Lessee, or any other Guarantor of the principal Guaranteed Obligations, of or interest on any other Loan Document Basic Rent, Supplemental Rent, or any other amount payable by the Canadian Borrower Lessee under this Agreementany Operative Document; or
(gviii) any other act or omission to act or delay of any kind by the Canadian Borrower, either AgentLessee, any Lender other Guarantor of the Guaranteed Obligations, the Lessor or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder, including without limitation, any failure, omission, delay or inability on the part of the Lessor to enforce, assert or exercise any right, power or remedy conferred on the Lessor under the Lease Agreement or any other Operative Document.
Appears in 1 contract
Guaranty Unconditional. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Guaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the Company under this Article XI shall be purpose and intent of such Guarantor, the Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the Administrative Agent that the covenants, agreements and all liabilities and obligations of such Guarantor hereunder are absolute, unconditional and irrevocable and, without under any and all circumstances. Without limiting the generality of the foregoing, such Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Documentpart, by operation of law any action or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other right which the Company may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Document, or any provision of Applicable Law purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this paragraphGuaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Company's obligations as Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the Administrative Agent, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the Administrative Agent, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings between the Borrower, the Banks, the Syndication Agent, the Documentation Agent, the Managing Agents and the Administrative Agent, or any of them, or any other guarantor or surety, and such Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or which may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or 156 any other Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by any Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents;
(vii) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gviii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantors' obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company each Guarantor under this Article XI 5 shall be absolutecontinuing, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Canadian Borrower under this Agreement or any other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any other guaranty direct or indirect security, or of any direct guaranty or indirect security other liability of any third party, for any obligation Obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Canadian Borrower or the Canadian Borrower's assets any Guarantor or any of their respective assets, or any resulting release or discharge of any obligation Obligation of the Canadian Borrower contained in under this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other right which the Company may have that any Guarantor at any time may have against the Canadian Borrower, either the Administrative Agent, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of the whole or any provision of this Agreement or any other Loan Document, Document or any provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Canadian Borrower of any Obligation, or the principal payment by the Borrower of or interest on any other Loan Document or any other amount payable by the Canadian Borrower it under this AgreementAgreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Company's obligations as guarantor hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. The Subject to Section 16.6, the obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any Collateral securing all or any part of the Guaranteed Obligations;
(div) except to the extent permitted under Section 6.23 hereof, any change in the corporate existence, structure or ownership of the Canadian Borrower Borrower, any Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting guarantor of any of the Canadian Borrower or the Canadian Borrower's assets Guaranteed Obligations or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, any Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff, recoupment or other right rights which the Company any Guarantor may have at any time against the Canadian Borrower, either any Guarantor, any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, any Guarantor or any other guarantor of any of the Obligations, for any reason of related to this Agreement or Agreement, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, any Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this Agreement, any Note or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any Guarantor, any other guarantor of the Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunderhereunder other than the payment in full in cash of the Guaranteed Obligations and the termination of all Commitments.
Appears in 1 contract
Sources: Credit Agreement (Ual Corp /De/)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Subsidiary Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Principal under this Agreement or the Credit Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower Principal, any other Subsidiary Guarantor, or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Principal, any other Subsidiary Guarantor, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Subsidiary Guarantors may have at any time against the Canadian BorrowerPrincipal, either any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Principal under this the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian BorrowerPrincipal, either any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Subsidiary Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Clarcor Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, or partnership structure or ownership of the Canadian Borrower or any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; oror 96 104
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (JDN Realty Corp)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligations, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement the Loan Documents, any Lender Swap Agreements or any other Loan Documentdocument evidencing the Obligations;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligations;
(d) any change in the corporate existence, structure or ownership of the Canadian any Borrower or any other Guarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower any Borrower, any other Guarantor, any Restricted Subsidiary or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan DocumentObligation;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian any Borrower, either any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower any Borrower, any other Guarantor or any Restricted Subsidiary for any reason of this Agreement or the Loan Documents, any Lender Swap Agreement, any other Loan Document, document evidencing the Obligations or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian any Borrower or any other Guarantor or any Restricted Subsidiary of the principal of or interest on any other Loan Document or any other amount payable by any Borrower or any other Guarantor or any Restricted Subsidiary in respect of the Canadian Borrower under this AgreementObligations; or
(g) any other act or omission to act or delay of any kind by the Canadian any Borrower, either any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations hereunder. Furthermore, notwithstanding that a Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as guarantor hereunderhereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which any Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against any Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent, the Lenders and each other Person to whom the Obligations are owed from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Cardtronics PLC)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or any other guarantor of the Canadian Borrower's assets Guaranteed Obligations or its assets, or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company any Guarantor may have at any time against the Canadian Borrower, either any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder. Notwithstanding any other provision contained in this Guaranty, the Guarantors' joint and several liability with respect to the principal amount of the Guaranteed Obligations shall be no greater than the liability of the Borrower with respect thereto.
Appears in 1 contract
Sources: Guaranty Agreement (Belden Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Subsidiary Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement or restatement of the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Principals under this Agreement or the Credit Agreement, any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations or the Rate Management Transactions;
(d) any change in the corporate existence, structure or ownership of any Principal or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Principal, or any other guarantor of the Canadian Borrower Guaranteed Obligations, or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement any Principal, or any other Loan Documentguarantor of any of the Guaranteed Obligations or the Rate Management Transactions;
(e) the existence of any claim, set-off setoff or other right rights which the Company Subsidiary Guarantors may have at any time against any Principal, any other guarantor of any of the Canadian BorrowerGuaranteed Obligations, either the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(f) any invalidity or unenforceability relating to or against any Principal, or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Principal, or any other guarantor of the Canadian Borrower Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Principals under this the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by any Principal, any other guarantor of the Canadian BorrowerGuaranteed Obligations, either the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Subsidiary Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement , or any other Loan Document;Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by any Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents;
(vii) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gviii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantors' obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement any other Obligor or any other Person under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement Borrower, such Guarantor, any other Guarantor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower Borrower, such Guarantor, any other Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, such Guarantor, any other Guarantor or the Canadian Borrower's any other Person or any of their assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, such Guarantor, any other Guarantor or any other Person contained in any Loan Document;
(e) the existence of any claim, set-off or other right rights which the Company such Guarantor may have at any time against the Canadian Borrower, either the Administrative Agent, any Lender Lender, any other Guarantor or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, any other Obligor, any other Guarantor or any other Person for any reason of this the Credit Agreement or any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, of the principal of or the interest on any other Loan Document or any other amount payable by the Canadian Borrower under this Agreementany Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either the Administrative Agent, any Lender or other Guarantor, any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to obligations as guarantor of such Guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company U.S. ----------------------- Borrower under this Article XI Section shall be absolute, unconditional and irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan Documentpromissory note issued hereunder, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Documentpromissory note issued hereunder;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Documentpromissory note issued hereunder;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower's assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentpromissory note issued hereunder;
(e) the existence of any claim, set-off or other right which the Company U.S. Borrower may have at any time against the Canadian Borrower, either any Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, ; provided that nothing herein -------- shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of this Agreement or any other Loan Documentpromissory note issued hereunder, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or promissory note issued hereunder or any other amount payable by the Canadian Borrower under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyCanadian Borrower's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or the Credit Agreement, any Note, any other Loan DocumentDocument or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other guarantor of the principal Guaranteed Obligations, of the Borrower of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement; or, any Note or any other Loan Document;
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other guarantor of the Guaranteed Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to the provisions of Article II, the obligations of the Company under this Article XI FTX hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any rescission, extension, renewal, settlement, compromise, waiver or release in respect of any obligation of FMPO or Circle C under the Canadian Borrower under this Agreement or any other Loan DocumentCredit Documents, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this Agreement or any other Loan Documentthe Credit Documents;
(ciii) any guarantee or any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of FMPO or Circle C under the Canadian Borrower under this Agreement or any other Loan DocumentCredit Documents;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower FMPO or Circle C, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower FMPO or the Canadian Borrower's Circle C or their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower FMPO or Circle C contained in this Agreement or any other Loan Documentthe Credit Documents;
(ev) the existence of any claim, set-off or other right rights which the Company FTX may have at any time against the Canadian BorrowerFMPO or Circle C, either any Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith or any unrelated transactiontransactions, provided subject to any subordination agreements relating to any such claims, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower FMPO or Circle C for any reason of this Agreement or any other Loan Documentthe Credit Documents, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower FMPO or Circle C of the principal of or interest on any other Loan Document FMPO Obligations or any other amount payable by FMPO or Circle C under the Canadian Borrower under this Agreement; orCredit Documents;
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either AgentFMPO or Circle C, any Lender beneficiary of this Guaranty or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyor defense to FTX's obligations as hereunder or to the FMPO Obligations;
(viii) any failure of any beneficiary of this Guaranty to assert any claim or demand or to enforce any right or remedy against FMPO or Circle C under the provisions of the Credit Documents, the FCX Guaranty, any other security document, any intercreditor document or any other loan document; or
(ix) any failure of any beneficiary of this Guaranty to exercise any right or remedy against any other guarantor hereunder(including any subsidiary) of the FMPO Obligations.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreementthe Loan Documents; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as guarantor hereunderhereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Fei Co)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(d) any change in the corporate existence, partnership structure or ownership of the Canadian Foreign Currency Borrower or corporate structure or ownership of any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Foreign Currency Borrower, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Foreign Currency Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian Foreign Currency Borrower, either any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower Foreign Currency Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guarantee, or the lack of legal existence of the Foreign Currency Borrower, or any provision of Applicable Law applicable law or regulation purporting to prohibit or make illegal the payment by the Canadian Borrower Foreign Currency Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Foreign Currency Borrower under this the Credit Agreement, the Notes, or any other Loan Document, or the performance of any other obligation or undertaking of the Foreign Currency Borrower under the Credit Agreement, any other Loan Document, or any other Guarantee or otherwise making any of the Guaranteed Obligations irrecoverable from the Foreign Currency Borrower for any reason; or
(g) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by the Foreign Currency Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents
(h) any other act or omission to act or delay of any kind by the Canadian Foreign Currency Borrower, either any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Russell Corp)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Subsidiary Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or of any obligation of any other Subsidiary Guarantor or Guarantor, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Agreement, any Note, any Rate Management Transaction or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or the Agreement, any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Subsidiary Guarantor or Guarantor, or any action or failure to act by the Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Subsidiary Guarantor or Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or the Canadian Borrower's any other Subsidiary Guarantor or Guarantor, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentSubsidiary Guarantor or Guarantor;
(ev) the existence of any claim, set-off setoff or other right rights which any of the Company Subsidiary Guarantors may have at any time against the Canadian Borrower, either any other Subsidiary Guarantor or Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender Lender, any Affiliate of any of them, or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Subsidiary Guarantor or Guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Agreement, any Rate Management Transaction, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Subsidiary Guarantor or Guarantor, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Subsidiary Guarantor or Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender Lender, any Affiliate of any of them, or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Subsidiary Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Replacement Subsidiary Guaranty (Airnet Systems Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of each of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, any Rate Management Transaction, any Bank Product Transaction or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of any of the Canadian Borrower Borrowers under this Agreement or the Credit Agreement, any Note, the Security Agreement, the Pledge and Security Agreement, any Rate Management Transaction, any Bank Product Transaction, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of any of the Canadian Borrower Borrowers or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Canadian Borrower Borrowers, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of any of the Canadian Borrower contained in this Agreement Borrowers, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against any of the Canadian BorrowerBorrowers, either any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against any of the Canadian Borrower Borrowers, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any Rate Management Transaction, any Bank Product Transaction, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by such Borrower, or any other guarantor of the Canadian Borrower Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by any of the Canadian Borrower Borrowers under this the Credit Agreement, any Note, any Rate Management Transaction, any Bank Product Transaction or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by any of the Canadian BorrowerBorrowers, either any other guarantor of the Guaranteed Obligations, the Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's any Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Guaranty (Midas Inc)
Guaranty Unconditional. The Guarantor agrees that the obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(a) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of FLAG under any of the Canadian Borrower under this Agreement or any other Loan DocumentAgreements, by operation of law or otherwise;
(b) 2.3.2 any modification or amendment of or supplement to this Agreement or any other Loan Documentof the Agreements;
(c) 2.3.3 any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of FLAG under any of the Canadian Borrower under this Agreement or any other Loan DocumentAgreements;
(d) 2.3.4 any change in the corporate existence, structure or ownership of the Canadian Borrower FLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower FLAG or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower FLAG contained in this Agreement or any other Loan Documentof the Agreements;
(e) 2.3.5 the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian BorrowerLevel 3, either AgentFLAG, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimsuit;
(f) 2.3.6 any invalidity or unenforceability relating to or against the Canadian Borrower FLAG, for any reason reason, of this Agreement or any other Loan Documentof the Agreements, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower FLAG of the principal of or interest on any other Loan Document or any other amount payable by FLAG under any of the Canadian Borrower under this AgreementAgreements; or
(g) 2.3.7 any other act or omission to act or delay of any kind by the Canadian BorrowerLevel 3, either AgentFLAG, any Lender or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the CompanyGuarantor's obligations hereunder. Notwithstanding any provision of this Guaranty to the contrary, the Guarantor shall be entitled to assert as guarantor hereundera defense to any claim for payment or performance of the Guarantied Obligations, that:
2.3.7.1 such Guarantied Obligations are not currently due under the terms of the Agreements; or
2.3.7.2 that such Guarantied Obligations have previously been paid or performed in full.
Appears in 1 contract
Sources: Guaranty (Flag Telecom Holdings LTD)
Guaranty Unconditional. The obligations of the Company under this Article XI 10 shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian any Subsidiary Borrower under this Agreement or any other the Loan DocumentDocuments to which it is a party, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian any Subsidiary Borrower under this Agreement or any other Loan DocumentDocument to which it is a party;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower any Subsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian any Subsidiary Borrower or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian any Subsidiary Borrower contained in this Agreement or any other Loan DocumentDocument to which it is a party;
(e) the existence of any claim, set-off or other right rights which the Company may have at any time against the Canadian any Subsidiary Borrower, either the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian any Subsidiary Borrower for any reason of this Agreement or any other Loan DocumentDocument to which it is a party, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian any Subsidiary Borrower of the principal of or interest on any other Loan Document of its Notes or any other amount payable by the Canadian Borrower it under this Agreementany Loan Document to which it is a party; or
(g) any other act or omission to act or delay of any kind by the Canadian any Subsidiary Borrower, either the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Foot Locker Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other Guarantors of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, the Notes, the Pledge Agreements any Loan Document, or any obligations of any other Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company any Guarantor may have at any time against the Canadian Borrower, either any other Guarantors or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document the Notes or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantors's obligations as guarantor hereunder, including without limitation, any failure, omission, delay or inability on the part of the Agent or any Bank to enforce, assert or exercise any right, power or remedy conferred on the Agent or any Lender under the Credit Agreement or any other Loan Documents (other than the indefeasible payment in full of all of the Guaranteed Obligations).
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI each Individual Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Obligor under any Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Obligor under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower any other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower any other Obligor or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower any other Obligor contained in this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other right rights which the Company such Individual Guarantor may have at any time against any other Obligor, the Canadian Borrower, either Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction, transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower any other Obligor for any reason of this Agreement or any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower any other Obligor of the principal of or interest on any other the Loan Document or any other amount payable by the Canadian Borrower it under this Agreementany Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agentany other Obligor, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of such Individual Guarantor’s obligations hereunder. Each Individual Guarantor agrees, jointly and severally, as a primary obligation to indemnify the Company's obligations Lender from time to time on demand from and against any loss incurred by the Lender as guarantor hereundera result of any such obligation or liability of any Individual Guarantor set forth in the preceding sentence being or becoming void, voidable, unenforceable or ineffective or being or becoming suspended (whether pursuant to any rehabilitation, reorganization or moratorium proceedings or otherwise) as against such Individual Guarantor for any reason whatsoever, whether or not known to the Lender, the amount of such loss being the amount which the Lender would otherwise have been entitled to recover from such Individual Guarantor.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the ownership of the Borrower or corporate existence, structure or ownership of any other Guarantor or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, 119 for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantors' obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor ---------------------- hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuarantor under this Agreement, or any Note, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower or any other Guarantor under this Agreement or any other Loan DocumentNote;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower or any other Guarantor contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion -------- ---- of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Term Loan Agreement (Policy Management Systems Corp)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than the Canadian Borrower Guarantor) under this Agreement or any other Loan DocumentNote, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan DocumentNote;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of any Borrower (other than the Canadian Borrower Guarantor) under this Agreement or any other Loan DocumentNote;
(d) any change in the corporate existence, structure or ownership of any Borrower (other than the Canadian Borrower Guarantor), or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower (other than the Canadian Borrower Guarantor) or the Canadian such Borrower's respective assets or any resulting release or discharge of any obligation of any Borrower (other than the Canadian Borrower Guarantor) contained in this Agreement or any other Loan DocumentNote;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian any other Borrower, either any Agent, any Lender Bank or any other Personcorporation or person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against any Borrower (other than the Canadian Borrower Guarantor) for any reason of this Agreement or any other Loan DocumentNote, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Borrower (other than the Canadian Borrower Guarantor) of the principal of or interest on any other Loan Document Note or any other amount payable by any Borrower (other than the Canadian Borrower Guarantor) under this Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian any Borrower, either any Agent, any Lender Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Pentair Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligations, by operation of law or otherwiseotherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement the Loan Documents or any other Loan DocumentLender Swap Agreements;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentObligations;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor, any Restricted Subsidiary or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Loan DocumentObligation;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, any other Guarantor or any Restricted Subsidiary for any reason of this the Loan Documents, any Lender Swap Agreement or any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor or any Restricted Subsidiary of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower or any other Guarantor or any Restricted Subsidiary under this the Loan Documents or any Lender Swap Agreement; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower or the European Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as guarantor hereunderhereinafter defined) as a result of the provisions of the federal bankruptcy law or otherwise, Obligations for which the Guarantors shall be obligated shall include interest accruing on the Obligations at the Default Rate from and after the date on which the Borrower or the European Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against the Borrower under the federal bankruptcy laws (herein collectively referred to as the “Petition Date”) and all reasonable attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders from and after the Petition Date in connection with the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Cardtronics Inc)
Guaranty Unconditional. The obligations of each Guarantor as a guarantor or joint and several obligor under the Company under Loan Documents, including this Article XI Section 10, shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian any Borrower or of any other Guarantor under this Agreement or any other Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Canadian Borrower Borrowers, any other Guarantor, or the Canadian Borrower's assets any of their respective assets, or any resulting release or discharge of any obligation of the Canadian any Borrower or of any other Guarantor contained in this Agreement or any other Loan Document;
(ed) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactionassertion of, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimdemand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, any other Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Canadian any Borrower or any other Guarantor for any reason of this Agreement or of any other Loan Document, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrowers or any other Guarantor of the principal of or interest on any other Loan Document Note or any other amount payable by them under the Canadian Borrower under this AgreementLoan Documents; or
(gh) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or any other guarantor of the Canadian Borrower's assets Guaranteed Obligations or its assets, or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company any Guarantor may have at any time against the Canadian Borrower, either any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder.. Notwithstanding any other provision contained in this Guaranty, the Guarantors' joint and several liability with respect to the principal amount of the Guaranteed Obligations shall be no greater than the liability of the Borrower with respect thereto. 108
Appears in 1 contract
Sources: Credit Agreement (Belden Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI each Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement or any other the Loan DocumentDocuments;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Guarantor under the Loan DocumentDocuments;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, any other Guarantor or the Canadian Borrower's their respective assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Guarantor contained in the Loan DocumentDocuments;
(e) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either any other Guarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower or any other Guarantor for any reason of this Agreement or any other the Loan DocumentDocuments, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower or any other Guarantor of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower or any other Guarantor under this Agreementthe Loan Documents; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either any Guarantor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s or the Borrower’s obligations as guarantor hereunderhereunder or defense of a surety (except for payment in full).
Appears in 1 contract
Sources: Credit Agreement (Input Output Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or corporate structure or ownership of any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan DocumentGuarantor or any other guarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantors' obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Trion Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI 10 shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian any Subsidiary Borrower under this Agreement or any other the Loan DocumentDocuments to which it is a party, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian any Subsidiary Borrower under this Agreement or any other Loan DocumentDocument to which it is a party;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower any Subsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian any Subsidiary Borrower or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian any Subsidiary Borrower contained in this Agreement or any other Loan DocumentDocument to which it is a party;
(e) the existence of any claim, set-off or other right rights which the Company may have at any time against the Canadian any Subsidiary Borrower, either the Administrative Agent, any Lender or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or against the Canadian any Subsidiary Borrower for any reason of this Agreement or any other Loan DocumentDocument to which it is a party, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian any Subsidiary Borrower of the principal of or interest on any other Loan Document of its Notes or any other amount payable by the Canadian Borrower it under this Agreementany Loan Document to which it is a party; or
(g) any other act or omission to act or delay of any kind by the Canadian any Subsidiary Borrower, either the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraphSection, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Venator Group Inc)
Guaranty Unconditional. The obligations of the Company Subsidiary Guarantors under this Article XI Subsidiary Guaranty shall be absolutebe, joint and several, irrevocable, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
by (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower any advance under this Agreement or any other Loan Document, Document by operation of law Law or otherwise;
; (bii) any modification or amendment of or supplement to this Agreement or any other Loan Document;
; (cii) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any other guaranty direct or indirect security, or of any direct guarantee or indirect security for other liability of any obligation third party, of the Canadian Guaranteed Obligations of the Borrower under this Agreement or any other Loan Document;
its Subsidiary; (diii) any change in the corporate existence, structure structure, or ownership of the Canadian Borrower of, or any insolvency, bankruptcyBankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower any Subsidiary Guarantor or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower Obligations of the Subsidiary Guarantors contained in this Agreement or any other Loan Document;
; (eiv) the existence of any claim, set-off or other right rights which the Company Subsidiary Guarantor may have at any time against the Canadian BorrowerAdministrative Agent, either Agentthe Designated Letter of Credit Issuer, the Designated Hedge Creditor, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactionLoan Document, provided PROVIDED, HOWEVER, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (fv) any invalidity or unenforceability relating to or against the Canadian Borrower or its Subsidiary for any reason of this Agreement or any other Loan Document, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any other Loan Document or any other amount payable by the Canadian Borrower under this AgreementAgreement or any Loan Document; or
or (gvi) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by the Canadian BorrowerSubsidiary Guarantor, either the Administrative Agent, the Designated Letter of Credit Issuer, the Designated Hedge Creditor, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunderGuaranteed Obligations of the Borrower under this Section 11.
Appears in 1 contract
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantors hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower Borrowers under this Agreement the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security security, if any, for any obligation of the Canadian any Borrower under this Agreement the Credit Agreement, any Note, any Loan Document, or any obligations of any other Loan Documentguarantor of any of the Guaranteed Obligations;
(div) any change in the partnership structure, corporate existence, structure or ownership of any Borrower or any Guarantor or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, or any Guarantor or any other guarantor of the Canadian Borrower Guaranteed Obligations, or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement any Borrower, or any Guarantor or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantors may have at any time against the Canadian any Borrower, either any other Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against any Borrower, or any other Guarantor or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by any Borrower, or any Guarantor or any other guarantor of the Canadian Borrower Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian any Borrower under this the Credit Agreement, the Notes, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian any Borrower, either any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Companyany Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. The obligations of each Guarantor as a guarantor or joint and several obligor under the Company under Loan Documents, including this Article XI Section 10, shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian any Borrower or of any other Guarantor under this Agreement or any other Loan Document, Document or by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Canadian Borrower Borrowers, any other Guarantor, or the Canadian Borrower's assets any of their respective assets, or any resulting release or discharge of any obligation of the Canadian any Borrower or of any other Guarantor contained in this Agreement or any other Loan Document;
(ed) the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agent, any Lender or any other Person, whether or not arising in connection herewith herewith;
(e) any failure to assert, or any unrelated transactionassertion of, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimdemand or any exercise of, or failure to exercise, any rights or remedies against any Borrower, any other Guarantor or any other Person or Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Canadian any Borrower or any other Guarantor for any reason of this Agreement or of any other Loan Document, Document or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrowers or any other Guarantor of the principal of or interest on any other Loan Document Revolving Credit Note or any other amount payable by them under the Canadian Borrower under this AgreementLoan Documents; or
(gh) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agent, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's obligations as guarantor hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement the Loan Agreement, the Notes or any other Loan Document;
(c) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or the Loan Agreement, the Notes, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by Lender with respect to any Collateral securing all or any part of the Guaranteed Obligations;
(d) any change in the corporate existence, structure structure, name or ownership of Borrower or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower, or any other guarantor of the Canadian Borrower Guaranteed Obligations, or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agentany other guarantor of any of the Guaranteed Obligations, any Lender or any other Personparty, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(f) any invalidity or unenforceability relating to or against Borrower, or any other guarantor of any of the Canadian Borrower Guaranteed Obligations, for any reason of this Agreement or related to the Loan Agreement, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by Borrower, or any other guarantor of the Canadian Borrower Guaranteed Obligations, of the principal of or interest on any other Loan Document the Notes or any other amount payable by the Canadian Borrower under this the Loan Agreement, the Notes, or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agentany other guarantor of the Guaranteed Obligations, any Lender or any other Person party or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's Guarantor’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Guaranty (Baron Energy Inc.)
Guaranty Unconditional. The obligations of the Company each Guarantor under this Article XI 5 shall be absolutecontinuing, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Canadian Borrower under this Agreement or any other Loan Document, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement or any other Loan Document;
(c) any modification, amendment, waiver, release, impairment, non-perfection or invalidity of any other guaranty direct or indirect security, or of any direct guaranty or indirect security other liability of any third party, for any obligation Obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower Borrower, any Guarantor or NN Italy, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Canadian Borrower Borrower, any Guarantor, NN Italy or the Canadian Borrower's assets any of their respective assets, or any resulting release or discharge of any obligation Obligation of the Canadian Borrower contained in under this Agreement or any other Loan Document;
(e) the existence of any claim, set-off or other right which the Company may have that any Guarantor or NN Italy at any time may have against the Canadian Borrower, either Agentthe Agents, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(f) any invalidity or unenforceability relating to or against the Canadian Borrower for any reason of the whole or any provision of this Agreement or any other Loan Document, Document or any provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Canadian Borrower of any Obligation, or the principal payment by the Borrower of or interest on any other Loan Document or any other amount payable by the Canadian Borrower it under this AgreementAgreement or any other Loan Document; or
(g) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agentthe Agents, any Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the Company's obligations as guarantor hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. The obligations of the Company under this Article XI Guarantor hereunder shall be unconditional and absolute, unconditional and irrevocable except as expressly limited by Section 3, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower Principal under this Agreement the Credit Agreement, any Note, any other Limited Guaranty or any other Loan Document, by operation of law or otherwiseotherwise or any obligation of any other Guarantor of any of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, any other Limited Guaranty or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower Principal under this Agreement the Credit Agreement, any Note, any other Limited Guaranty, any Loan Document, or any obligations of any other Loan DocumentGuarantor of any of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower Principal or any other Guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Principal, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Principal, or any other Loan DocumentGuarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian BorrowerPrincipal, either any other Guarantor of any of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, any other Limited Guaranty, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Principal, or any other Guarantor of the Guaranteed Obligations, of the principal of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower Principal under this the Credit Agreement, the Notes, any other Limited Guaranty, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian BorrowerPrincipal, either any other Guarantor of the Guaranteed Obligations, the Agent, any Lender Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any other Loan DocumentGuaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement the Credit Agreement, any Note, or any other Loan Document;
(ciii) any release, impairment, non-perfection nonperfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Bank with respect to any collateral securing all or any part of the Guaranteed Obligations;
(div) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower Borrower, or any other guarantor of the Canadian Borrower's Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement Borrower, or any other Loan Documentguarantor of any of the Guaranteed Obligations;
(ev) the existence of any claim, set-off setoff or other right rights which the Company Guarantor may have at any time against the Canadian Borrower, either Agentany other guarantor of any of the Guaranteed Obligations, any Lender the Bank or any other Person, whether in connection herewith or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimtransactions;
(fvi) any invalidity or unenforceability relating to or against the Canadian Borrower Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason of this Agreement or related to the Credit Agreement, any other Loan Document, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower Borrower, or any other guarantor of the principal Guaranteed Obligations, of the Borrower of or interest on any other Loan Document Note or any other amount payable by the Canadian Borrower under this the Credit Agreement, any Note, or any other Loan Document; or
(gvii) any other act or omission to act or delay of any kind by the Canadian Borrower, either Agentany other guarantor of the Guaranteed Obligations, any Lender the Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the CompanyGuarantor's obligations as guarantor hereunder, other than the full, final and irrevocable payment of the Obligations.
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Guaranty Unconditional. The Guarantor agrees that it is liable hereunder as a principal debtor by way of indemnity and not merely as surety and that the obligations of the Company under this Article XI Guarantor hereunder shall be absolute, unconditional and irrevocable absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(a) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any payment obligation of FLAG under the Canadian Borrower under this Agreement or any other Loan DocumentContract, by operation of law or otherwise;
(b) 2.3.2 any modification or amendment of or supplement to this Agreement or any other Loan Documentthe Contract;
(c) 2.3.3 any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any payment obligation of FLAG under the Canadian Borrower under this Agreement or any other Loan DocumentContract;
(d) 2.3.4 any change in the corporate existence, structure or ownership of the Canadian Borrower FLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower FLAG or the Canadian Borrower's its assets or any resulting release or discharge of any obligation of the Canadian Borrower FLAG contained in this Agreement or any other Loan Documentthe Contract;
(e) 2.3.5 the existence of any claim, set-off or other right rights which the Company Guarantor may have at any time against the Canadian BorrowerASN, either AgentFLAG, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimsuit;
(f) 2.3.6 any invalidity or unenforceability relating to or against the Canadian Borrower FLAG, for any reason reason, of this Agreement or any other Loan Documentthe Contract, or any provision of Applicable Law applicable law or regulation purporting to prohibit the payment by the Canadian Borrower FLAG of the principal of or interest on any other Loan Document or any other amount payable by FLAG under the Canadian Borrower under this AgreementContract; or
(g) 2.3.7 any other act or omission to act or delay of any kind by the Canadian BorrowerASN, either AgentFLAG, any Lender or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the CompanyGuarantor's obligations hereunder. Notwithstanding any provision of this Guaranty to the contrary, the Guarantor shall be entitled to assert as guarantor hereunder.a defense to any claim for payment or performance of the Guarantied Obligations, that:
2.3.7.1 such Guarantied Obligations are not currently due under the terms of the Contract; or
2.3.7.2 that such Guarantied Obligations have previously been paid or discharge in full; or
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Sources: Guaranty (Flag Telecom Holdings LTD)