Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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; (ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document; (iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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; (iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations; (v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions; (vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or (vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V)
Guaranty Unconditional. Subject to Section 9 hereof, The Guarantor agrees that the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality absolute. The obligations of the foregoingGuarantor hereunder shall in no way be affected or impaired by reason, shalland Guarantor waives its right to prior notice, of the happening from time to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect time of any of the Guaranteed Obligations, by operation following: (a) extensions (whether or not material) of law or otherwise, the time for performance of all or any obligation of any other guarantor of any portion of the Guaranteed Obligations; (b) the modification or amendment in any manner (whether or not material) of the Merger Agreement or the Guaranteed Obligations; (c) any failure, delay or lack of diligence on the part of the Company, or any defaultother Person to enforce, failure assert or delayexercise any right, willful privilege, power or otherwise, in remedy conferred on the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Company or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Person under the Credit Agreement, any Note, any other Loan Document, Merger or any obligations of any other guarantor of any of the Guaranteed Obligationsat law, or any action or failure to act by on the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Company or such other Person granting indulgence or extension of any kind; (d) the settlement or compromise of any Guaranteed Obligations;
; (ive) any a change in the corporate existenceof status, composition, structure or ownership name of the Parent or the US Borrower or any other guarantor Merger Sub, including, without limitation, by reason of any of the Guaranteed Obligationsbankruptcy, or any liquidation, insolvency, bankruptcyappointment of a trustee, special manager or receiver over Parent or Merger Sub or all or a portion of their assets, merger, dissolution, consolidation or reorganization or other similar proceeding affecting the Parent or the US Borrower, Merger Sub or any other guarantor of the Guaranteed Obligations, or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Merger Sub’s or any other guarantor of any of party's obligations pursuant to the Guaranteed Obligations;
Merger Agreement; and (vf) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent Parent, Merger Sub or the US BorrowerCompany, 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 transactions;
(vi) any invalidity or unenforceability relating to or against , provided that nothing herein shall prevent the Parent or the US Borrower, or any other guarantor assertion of any such claim by separate suit. No change in the relations existing between the Guarantor on the one hand and Parent and Merger Sub on the other hand (directly or indirectly) shall affect the obligations of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or Guarantor under this Guaranty. Notwithstanding any provision of applicable law this Guaranty to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay performance of any kind by Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, (ii) such Guaranteed Obligations have been paid or performed in full or (iii) the Parent Company (prior to the Effective Time) or the US Borrower, any other guarantor of the relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to such Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender Obligations in connection with a settlement 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 any Subsidiary Guarantor's obligations hereundercompromise thereof.
Appears in 2 contracts
Sources: Guaranty (Mazor Robotics Ltd.), Guaranty (Given Imaging LTD)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note other Loan Document or any other Loan Documentagreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, Guaranteed Obligations 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower any Debtor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrowerany Debtor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrowerany Debtor, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrowerany Debtor, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrowerany Debtor, or any other guarantor of any of the Guaranteed Obligations, for any reason 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 the Parent or the US Borrowerany Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note of the Guaranteed Obligations or any other amount payable by the Parent or the US Borrower any Debtor under the Credit Agreement, any Note, other Loan Document or any other Loan Documentagreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrowerany Debtor, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Spartan Motors Inc), Credit Agreement (Spartan Motors Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed ObligationsObligation, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan DocumentGuaranteed Obligation;
(iii) to the extent permitted by law, any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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 ObligationsObligation;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsObligation;
(v) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors such Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any LC Issuing Bank, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, of all or any other guarantor of any part of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor Guarantor of all or any part of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, the L/C Issuer, the Swing Line Lenderany LC Issuing Bank, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Tekni Plex Inc), Credit Agreement (Tekni Plex Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, 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
(viiviii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Ryland Group Inc), Credit Agreement (Ryland Group Inc)
Guaranty Unconditional. Subject Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Indenture or the Securities, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor 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 purpose and intent of the Guarantors, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of each of the Subsidiary Guarantors hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shalleach Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, to the fullest extent permitted by law, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 thing which might, but for the provisions this paragraph of this paragraphGuaranty, constitute be deemed a legal or equitable discharge of a Guarantor or surety or guarantor, or by reason of any Subsidiary Guarantor's obligations waiver, omission of the Trustee or the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Trustee or the Holders, 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 Company, the Trustee, and the Holders, or any of them, or any other Guarantor or guarantor or surety, and each 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 2 contracts
Sources: Supplemental Indenture (Irt Property Co), Supplemental Indenture (Irt Property Co)
Guaranty Unconditional. Subject to Section 9 hereofEach Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, 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 each such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Subsidiary Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shalleach Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, to the fullest extent permitted by law, such Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 thing which might, but for the provisions of this paragraphSection 2.5, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any Subsidiary Guarantor's obligations waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, 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 among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each 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 2 contracts
Sources: Supplemental Indenture (Equity One Inc), Supplemental Indenture (Equity One Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under the Loan Documents, 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;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any Note or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent Borrower or the US Borrower any other Guarantor under 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 ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of any of Guarantor contained in the Guaranteed ObligationsLoan Documents;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentGuarantor, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to of the Credit Agreement, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderGuarantor, 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 any Subsidiary the Guarantor's ’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 hereinafter 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Loan Agreement, any the Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Loan Agreement, any the Note, the Security Agreement, any other Loan Document, 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Personperson or entity, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations, Obligations for any reason related to the Credit Loan Agreement, the Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any the Note or any other amount payable by the Parent or the US Borrower under the Credit Loan Agreement, any Note, the Note or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Person person or entity or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary the Guarantor's ’s obligations hereunder.
Appears in 2 contracts
Sources: Revolving Loan Agreement (Acacia Diversified Holdings, Inc.), Asset Purchase Agreement (Acacia Automotive Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor ---------------------- hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the Parent Borrower or the US Borrower any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Notethe Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (JDN Realty Corp), Credit Agreement (JDN Realty Corp)
Guaranty Unconditional. Subject to Section 9 hereofEach Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, 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 each such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Subsidiary Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shalleach Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, to the fullest extent permitted by law, such Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 thing which might, but for the provisions of this paragraphSection 3.5, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any Subsidiary Guarantor's obligations waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, 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 among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each 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 2 contracts
Sources: Supplemental Indenture (Equity One, Inc.), Supplemental Indenture (Equity (Texas) One Creekside LP)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, partnership structure or ownership of the Parent Borrower or the US Borrower 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 Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Notethe Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallHoldings under this Article IX shall be irrevocable, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under this Credit Agreement or any other Credit Document, 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;
(iib) any modification or amendment of or supplement to the this Credit Agreement, any Note Agreement or any other Loan Credit Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the this Credit Agreement, any Note, Agreement or any other Loan Credit 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;
(ivd) any change in the corporate organizational existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower contained in this Credit Agreement or any other guarantor of any of the Guaranteed ObligationsCredit Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Holdings may have at any time against the Parent or the US Borrower, 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 transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any illegality, invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrower for any reason of this Credit Agreement or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the Borrowing by the Borrower or the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note the Loans or any other amount payable by the Parent or the US Borrower it under the this Credit Agreement, any Note, Agreement or any other Loan Credit Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 paragraphclause (g), constitute a legal or equitable discharge of any Subsidiary Guarantor's Holdings’ obligations hereunder.
Appears in 2 contracts
Sources: Senior Unsecured Bridge Credit Agreement (Medtronic Inc), Senior Unsecured Bridge Credit Agreement
Guaranty Unconditional. Subject to Section 9 hereofEach Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations, the Indenture or the Guaranteed Securities, 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 each such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Subsidiary Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shalleach Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, to the fullest extent permitted by law, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 thing which might, but for the provisions of this paragraphSection 2.5, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any Subsidiary Guarantor's obligations waiver or omission of the Company, the Trustee and the Holders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Company, the Trustee and the Holders, 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 among the Company, the Trustee and the Holders, or any of them, or any other guarantor or surety, and each 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 2 contracts
Sources: Supplemental Indenture (Equity One Inc), Supplemental Indenture (Equity One Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Reimbursement Agreement, any Reimbursement Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Reimbursement Agreement, any Note Reimbursement Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Parent or the US Borrower under the Credit Reimbursement Agreement, any Reimbursement 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;
(iv) any change in the corporate existence, partnership structure or ownership of the Parent Borrower or the US Borrower 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 Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Reimbursement Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Reimbursement Note or any other amount payable by the Parent or the US Borrower under the Credit Reimbursement Agreement, any Notethe Reimbursement Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Reimbursement Agreement (Gables Residential Trust), Reimbursement Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each Toro hereunder are a guaranty of the Subsidiary Guarantors hereunder shallpayment and not of collection, to the fullest extent permitted by law, and shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Subsidiary Borrower under this Agreement or any Note, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan DocumentNote;
(iiic) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US any Subsidiary Borrower under the Credit Agreement, this Agreement or 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, such Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, such Subsidiary Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Toro may have at any time against the Parent or the US any Subsidiary Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related to the Credit Agreement, 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower it under the Credit this Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Subsidiary Borrower, 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 Toro’s obligations hereunder. The obligations of Toro under this Article X are independent of the obligation of any Subsidiary Guarantor's obligations hereunderBorrower pursuant to this Agreement or any Note issued by such Subsidiary Borrower and a separate action or actions may be brought and prosecuted against Toro to enforce the provisions of this Article X irrespective of whether any action is brought against any Subsidiary Borrower or whether any Subsidiary Borrower is joined in any such action or actions.
Appears in 2 contracts
Sources: Credit Agreement (Toro Co), Credit Agreement (Toro Co)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under this Agreement or any Note, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan DocumentNote;
(iii) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent Borrower or the US Borrower any other Guarantor under the Credit Agreement, this Agreement or 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of Guarantor contained in this Agreement or any of the Guaranteed ObligationsNote;
(v) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentGuarantor under this Agreement; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(iib) any modification or amendment of or supplement to or restatement of the Credit Agreement, any Note Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Borrowers under 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 Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US any Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US any Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US any Borrower, or any other guarantor of any of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ve) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US any Borrower, 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 transactions;
(vif) any invalidity or unenforceability relating to or against the Parent or the US any Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US any Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Borrowers under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Borrower, 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 any the Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsLessee under any Operative Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Operative Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Lessee under the Credit Agreement, any Note, any other Loan Operative 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;
(iv) any change in the corporate existence, structure or ownership of the Parent Lessee or the US Borrower 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 Parent Lessee, or the US Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent Lessee, or the US Borrower, any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, recoupment, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent Lessee, any other Guarantor or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Lessor or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against , provided that nothing herein shall prevent the Parent or the US Borrower, or any other guarantor assertion of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, such claim by separate suit or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's obligations hereunder.compulsory counterclaim;
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
: (ia) 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 Guaranteed ObligationsBorrower or any other Person under any Loan Document, 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;
; (iib) any modification modification, extension, renewal or amendment of or supplement to the Credit Agreement, any Note Loan Document or any other of the Obligations or any execution or delivery of any additional Loan Document;
Documents; (iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent Borrower or the US Borrower under the Credit Agreement, any Note, any other Person under any 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;
; (ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of Person or any of the Guaranteed Obligationstheir respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, Borrower or any other guarantor Person or any of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation (including any of the Parent or Obligations) of the US Borrower, Borrower or any other guarantor of Person under any of the Guaranteed Obligations;
Loan Document; (ve) the existence of any claim, setoff set-off, defense, counterclaim, withholding or other rights which right that the Subsidiary Guarantors Guarantor or the Borrower may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, Person (including the Administrative Agent, any Lender or any other PersonAgent and the Lenders), whether in connection herewith with the Loan Documents or any unrelated transactions;
; provided that nothing herein shall prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim; (vif) any avoidance, subordination, invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations, Person for any reason related to the Credit Agreement, of any other Obligation or any Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed ObligationsPerson, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower denies that it has any or further liability or obligation under the Credit Agreement, any NoteLoan Document, or purports to revoke, terminate or rescind any other Obligation or provision of any Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's obligations hereunder.44
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extensionextensions, renewalrenewals, settlementsettlements, compromisecompromises, waiver waivers or release releases in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Agreement or any other Loan Document;
(iii) any releasereleases, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Principal under 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US BorrowerPrincipal, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Principal under the Credit Agreement, any Note, Agreement or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US BorrowerPrincipal, 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 any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsForeign Currency Borrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Parent or the US Foreign Currency Borrower under 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;
(iv) any change in the corporate existence, partnership structure or ownership of the Parent or the US 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 Parent or the US Foreign Currency Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Foreign Currency Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Foreign Currency Borrower, 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 transactions;, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim
(vi) any invalidity or unenforceability relating to or against the Parent or the US Foreign Currency Borrower, or any other guarantor of any of the Guaranteed Obligations, for any 141 150 reason 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 or regulation purporting to prohibit or make illegal the payment by the Parent or the US Foreign Currency Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent Foreign Currency Borrower under the Credit Agreement, the Notes, or any other Loan Document, or the US performance of any other obligation or undertaking of the Foreign Currency Borrower under the Credit Agreement, any Noteother Loan Document, or any other Loan DocumentGuarantee or otherwise making any of the Guaranteed Obligations irrecoverable from the Foreign Currency Borrower for any reason; or
(vii) 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 Parent or the US Foreign Currency Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Russell Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor Guarantors of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note the Notes, the Pledge Agreements or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, the Notes, the Pledge Agreements any Note, any other Loan Document, or any obligations of any other Guarantor or 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;
(iv) any change in the corporate existence, structure or ownership of the Parent Borrower or the US Borrower any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors any Guarantor may have at any time against the Parent or the US Borrower, any other Guarantors 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note the Notes or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Notethe Notes, the Pledge Agreements or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantorthe Guarantors's obligations 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Individual Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany other Obligor under any Loan Document, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Obligor under any 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Obligor or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of Obligor contained in any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors such Individual Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsObligor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Obligor for any reason related to the Credit Agreement, of any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Obligor of the principal of or interest on any Note the Loan or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderObligor, 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 any Subsidiary such Individual Guarantor's ’s obligations hereunder. Each Individual Guarantor agrees, jointly and severally, as a primary obligation to indemnify the Lender from time to time on demand from and against any loss incurred by the Lender as a 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Culligan under this Article XI shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrowing Subsidiary under this Agreement or any Note, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan DocumentNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent any Borrowing Subsidiary under this Agreement or the US Borrower under 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligations, Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent any Borrowing Subsidiary or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its such Borrowing Subsidiary's assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, any Borrowing Subsidiary contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights right which the Subsidiary Guarantors Culligan may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsBorrowing Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrowing Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrowing Subsidiary of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower any Borrowing Subsidiary under the Credit this Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsBorrowing Subsidiary, 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 any Subsidiary GuarantorCulligan's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Short Term Credit Agreement (Culligan Water Technologies Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, or 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, Obligations or its assets assets, or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors any Guarantor may have at any time against the Parent or the US Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Notethe Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's obligations 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, the Notes, the Pledge Agreements or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor Guarantors of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note the Notes, the Pledge Agreements or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, the Notes, the Security Documents any Note, any other Loan Document, or any obligations of any other Guarantor or 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;
(iv) any change in the corporate existence, structure or ownership of the Parent Borrower or the US Borrower any other Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors any Guarantor may have at any time against the Parent or the US Borrower, any other Guarantors 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note the Notes or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Notethe Notes, the Security Documents or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantor's the Guarantors' obligations 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. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note other Loan Document or any other Loan Documentagreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, Guaranteed Obligations 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower any Debtor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrowerany Debtor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrowerany Debtor, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrowerany Debtor, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrowerany Debtor, or any other guarantor of any of the Guaranteed Obligations, for any reason 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 or regulation purporting to prohibit the payment by the Parent or the US Borrowerany Debtor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note of the Guaranteed Obligations or any other amount payable by the Parent or the US Borrower any Debtor under the Credit Agreement, any Note, other Loan Document or any other Loan Documentagreement relating to any Swap Agreement Obligations or Banking Services Obligations; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrowerany Debtor, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Borrower under this Section 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsother Borrower under this Agreement or any Note, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any Note or any of the other Loan DocumentBorrower;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US other Borrower under the Credit Agreement, this Agreement or 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US other Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, other Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights right which the Subsidiary Guarantors such Borrower may have at any time against the Parent or the US other Borrower, 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 transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of this Agreement or any Note of the Credit Agreement, any other Loan DocumentBorrower, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note of the other Borrower or any other amount payable by the Parent or the US other Borrower under the Credit this Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US other Borrower, 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 any Subsidiary Guarantorsuch Borrower's obligations as a guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Amended and Restated Credit Agreement, any Note Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Amended and Restated 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;
(iv) any change in the corporate existence, partnership structure or ownership of the Parent or the US Borrower or any other guarantor of any corporate structure or ownership of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent Borrower or the US BorrowerGuarantor, or any other guarantor of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of the Parent Borrower or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsGuarantor;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Co-Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Amended and Restated Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Amended and Restated Credit Agreement, any Notethe Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Co-Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 10 hereof, the ---------------------- ---------- obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note, or any other Credit Document, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Credit Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent Borrower or the US Borrower any other Subsidiary Guarantor under the Credit Agreement, any NoteSubsidiary Guaranty, any other Loan Document, Note 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 ObligationsCredit Document;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentSubsidiary Guarantor, any Lender Beneficiary or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantors, for any reason related to the Credit Agreement, any Subsidiary Guaranty or any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment of all or any part of the Obligations by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentSubsidiary Guarantor; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderSubsidiary 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 any Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallBorrower under this Article XIV shall be irrevocable, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any Borrowing Subsidiary under any Loan Document by operation of law or otherwiseotherwise or the exchange, release or any obligation non-perfection 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 Obligationscollateral security therefor;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iiic) any compromise, settlement, modification, amendment, waiver, release, nonperfection non-perfection or invalidity of or to any direct or indirect security for security, guarantee or other liability of any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Documentthird party, 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 Borrowing Subsidiary Obligations;
(ivd) any change in the corporate existence, structure structure, or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrowing Subsidiary or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Borrowing Subsidiary Obligations;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Borrower may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsBorrowing Subsidiary, the Administrative Agent, any Lender Agent or any other Person, whether or not arising in connection herewith with this Agreement , provided that nothing herein shall prevent the assertion of any such claim by separate suit or any unrelated transactionscompulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrowing Subsidiary for any reason related to the Credit Agreement, of any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrowing Subsidiary of the principal of or interest on any Borrowing Subsidiary Note or any other amount payable by the Parent or the US Borrower it under the Credit this Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsBorrowing Subsidiary, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender Agent 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 any Subsidiary Guarantor's the obligations hereunderof the Borrower under this Article XIV.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Enesco Group Inc)
Guaranty Unconditional. Subject 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 Section 9 hereofor 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 each the Guarantor pursuant to this Guaranty; it being the purpose and intent of the Subsidiary Guarantors Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shallthe Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, to the fullest extent permitted by law, Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 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 Subsidiary waiver, omission of the 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's obligations , 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Company hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower, any Subsidiary Guarantor or any other Person under any Loan Document or 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreementany Borrower, any Note, Subsidiary Guarantor or any other Person under any 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower any Borrower, any Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, Person or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US any Borrower, any Subsidiary Guarantor or any other guarantor of the Guaranteed Obligations, Person or its assets or any resulting release or discharge of any obligation of the Parent or the US any Borrower, any Subsidiary Guarantor or any other guarantor of Person contained in any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Company may have at any time against the Parent or the US any Borrower, any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US any Borrower, any Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, Person for any reason related to the Credit Agreement, of any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Borrower, any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor, 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 any Subsidiary Guarantorthe Company's obligations 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. Subject 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 Section 9 hereofor 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 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 each of the Subsidiary Guarantors such Guarantor hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shallsuch Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, to the fullest extent permitted by law, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 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 Subsidiary Guarantor's obligations waiver, omission of the 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Guarantor as a guarantor under this SECTION 14 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, Borrowers or of any other guarantor under this Agreement or any other Loan Document or 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(ivc) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Parent or the US BorrowerBorrowers, any other guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of the Parent Borrowers or the US Borrower, or of any other guarantor of contained in any of the Guaranteed ObligationsLoan Document;
(vd) the existence of any claim, setoff set-off or other rights which that the Subsidiary Guarantors Borrowers or any other guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentAgents, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactionsherewith;
(vie) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrowers, any other guarantor or any other Person or Real Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrowers, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrowers or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrowers or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderAgents, 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 obligations of any Subsidiary Guarantor's obligations hereunderGuarantor under this SECTION 14.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, The Guarantor agrees that the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality absolute. The obligations of the foregoingGuarantor hereunder shall in no way be affected or impaired by reason, shalland Guarantor waives its right to prior notice, of the happening from time to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect time of any of the following: (a) extensions (whether or not material) of the time for performance of all or any portion of the Guaranteed ObligationsObligations; (b) the modification or amendment in any manner (whether or not material) of the Merger Agreement or the Guaranteed Obligations; (c) any failure, by operation delay or lack of law or otherwisediligence on the part of the Company, or any obligation of other Person to enforce, assert or exercise any other guarantor of any of right, privilege, power or remedy conferred on the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Company or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Person under the Credit Agreement, any Note, any other Loan Document, Merger or any obligations of any other guarantor of any of the Guaranteed Obligationsat law, or any action or failure to act by on the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Company or such other Person granting indulgence or extension of any kind; (d) the settlement or compromise of any Guaranteed Obligations;
Obligations; (ive) any a change in the corporate existenceof status, composition, structure or ownership name of the Parent or the US Borrower or any other guarantor Merger Sub, including, without limitation, by reason of any of the Guaranteed Obligationsbankruptcy, or any liquidation, insolvency, bankruptcyappointment of a trustee, special manager or receiver over Parent or Merger Sub or all or a portion of their assets, merger, dissolution, consolidation or reorganization or other similar proceeding affecting the Parent or the US Borrower, Merger Sub or any other guarantor of the Guaranteed Obligations, or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Merger Sub’s or any other guarantor of any of party's obligations pursuant to the Guaranteed Obligations;
Merger Agreement; and (vf) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent Parent, Merger Sub or the US BorrowerCompany, 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 transactions;
(vi) any invalidity or unenforceability relating to or against , provided that nothing herein shall prevent the Parent or the US Borrower, or any other guarantor assertion of any such claim by separate suit. No change in the relations existing between the Guarantor on the one hand and Parent and Merger Sub on the other hand (directly or indirectly) shall affect the obligations of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or Guarantor under this Guaranty. Notwithstanding any provision of applicable law this Guaranty to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay performance of any kind by Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, (ii) such Guaranteed Obligations have been paid or performed in full or (iii) the Parent Company (prior to the Effective Time) or the US Borrower, any other guarantor of the relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to such Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender Obligations in connection with a settlement 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 any Subsidiary Guarantor's obligations hereundercompromise thereof.
Appears in 1 contract
Sources: Merger Agreement
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under the Guaranteed ObligationsLoan Documents to which it is a party, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US any Subsidiary Borrower under 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 Document 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 Obligationswhich it is a party;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of Subsidiary Borrower contained in any of the Guaranteed ObligationsLoan Document to which it is a party;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Company may have at any time against the Parent or the US any Subsidiary Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related of any Loan Document to the Credit Agreement, any other Loan Documentwhich it is a party, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any Note of its Notes or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, or any other Loan DocumentDocument to which it is a party; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Subsidiary Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantorthe Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Foot Locker Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under this Agreement, or any Note, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan DocumentNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent Borrower or the US Borrower any other Guarantor under the Credit Agreement, this Agreement or 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of Guarantor contained in this Agreement or any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the -------- ---- assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentGuarantor under this Agreement; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject 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 Section 9 hereofor 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 each the Guarantor pursuant to this Guaranty; it being the purpose and intent of the Subsidiary Guarantors Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of the Guarantor hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shallthe Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, to the fullest extent permitted by law, Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 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 Subsidiary waiver, omission of the 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's obligations , 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower under this Agreement or any Note, by operation of law or otherwise, or any obligation of any other guarantor of any of otherwise (except to the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in extent the payment or performance of the Guaranteed Obligationsforegoing expressly releases a Guarantor’s obligations under this Article 10);
(iib) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any Note (other than any modification, amendment or any other Loan Documentsupplement of this Article 10 effected in accordance with Section 11.05);
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US any Borrower under the Credit Agreement, this Agreement or 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;
(ivd) any change in the corporate legal existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, any Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors such Guarantor may have at any time against the Parent or the US any Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US Borrower it under the Credit this Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Borrower, 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 any Subsidiary or defense to a Guarantor's ’s obligations hereunder (in each case other than payment in full of the obligations guaranteed hereunder).
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Amended and Restated Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Amended and Restated Credit Agreement, any Note Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Amended and Restated Credit Agreement, any Note, any other Loan Document, or any obligations of any other Guarantor or 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;
(iv) any change in the corporate existence, partnership structure or ownership of the Parent or the US Borrower or any other guarantor corporate structure or ownership of any of the Guaranteed ObligationsGuarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent Borrower or any of the US BorrowerGuarantors, or any other guarantor of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of the Parent Borrower or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsGuarantors;
(v) the existence of any claim, setoff or other rights which any of the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Co-Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Amended and Restated Credit Agreement, any other Loan Document, or any other guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Amended and Restated Credit Agreement, any Notethe Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Co-Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantor's the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Borrower Guarantors hereunder shallunder the Borrower Guaranty shall be joint and several, to the fullest extent permitted by lawirrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
, except for payment of Obligations and to the extent permitted by applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, obligation or any Revolving Credit Loan under this Agreement or any Loan Document by operation of law 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;
; (ii) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
; (iii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for security, or of any obligation guarantee or other liability of any third party, of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations Obligations of any other guarantor of any of the Guaranteed Obligations, Borrower or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender its Subsidiary with respect to any collateral securing all or any part of which the Guaranteed Obligations;
Borrower Guaranty relates; (iv) any change in the corporate existence, structure structure, or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower Guarantor or its assets or any resulting release or discharge of any obligation of the Parent or Obligations of the US Borrower, Borrower Guarantors contained in this Agreement or any other guarantor of any of the Guaranteed Obligations;
Loan Document; (v) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors any Borrower Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsLender, the Administrative Agent, any Lender LC Issuer or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions;
Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Parent any Borrower or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, its Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, Document or any provision of applicable law Law or regulation purporting to prohibit the payment by the Parent or the US Borrower, any Borrower under this Agreement or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by the Parent or the US a Borrower, any other guarantor of the Guaranteed Obligationsa Borrower Guarantor, the Administrative Agent, the L/C IssuerLenders, the Swing Line Lender, any Lender 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 any Subsidiary Guarantor's obligations hereunderthe Borrower Guaranteed Obligations under this Section 9.
Appears in 1 contract
Sources: Credit Agreement (Unova Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrowers under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Parent or the US any Borrower under 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;
(iv) any change in the partnership structure, corporate existence, structure or ownership of the Parent any Borrower or the US Borrower any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US any Borrower, or any Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US any Borrower, or any Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US any Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US any Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US any Borrower, or any Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US any Borrower under the Credit Agreement, any Notethe Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US any Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Guarantor as a guarantor under this Section 14 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, Borrowers or of any other guarantor under this Agreement or any other Loan Document or 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(ivc) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Parent or the US BorrowerBorrowers, any other guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of the Parent Borrowers or the US Borrower, or of any other guarantor of contained in any of the Guaranteed ObligationsLoan Document;
(vd) the existence of any claim, setoff set-off or other rights which that the Subsidiary Guarantors Borrowers or any other guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentAgents, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactionsherewith;
(vie) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against the Borrowers, any other guarantor or any other Person or Real Property;
(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrowers, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrowers or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrowers or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderAgents, 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 obligations of any Subsidiary Guarantor's obligations hereunderGuarantor under this Section 14.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each The Obligations of the Subsidiary Guarantors hereunder shallunder this guaranty shall be joint and several, to the fullest extent permitted by lawirrevocable, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
, except for payment of the Obligations and to the extent permitted by Applicable Law (i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, Obligation or any Loan under this Agreement or any Loan Document by operation of law Applicable 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;
; (ii) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
; (iii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for security, or of any obligation guarantee or other liability of any third party, of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any Obligations of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender Borrower with respect to any collateral securing all or any part of the Guaranteed Obligations;
which this guaranty relates; (iv) any change in the corporate existence, structure structure, or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its assets or any resulting release or discharge of any obligation of the Parent or Obligations of the US Borrower, Guarantors contained in this Agreement or any other guarantor of any of the Guaranteed Obligations;
Loan Document; (v) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors any Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions;
Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, 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 Parent or the US Borrower, Borrower under this Agreement or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
or (vii) to the extent permitted by Applicable Law, any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligationsa Guarantor, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantor's obligations hereunderthe Obligations under this Section 5.
Appears in 1 contract
Sources: Loan and Security Agreement (K-Sea Transportation Partners Lp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallGuarantor under this Article 5 shall be continuing, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrower under this Agreement or any other Loan Document, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of the Parent or the US Borrower under the Credit Agreement, any Note, this Agreement or 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Parent or the US Borrower, Borrower or any other guarantor Guarantor or any of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of the Parent or the US Borrower, Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors may have right that any Guarantor at any time may have against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, whole or any provision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Parent Borrower of any Obligation or the US Borrower, or any other guarantor payment by the Borrower of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderIssuing 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 obligations of any Subsidiary Guarantor's obligations hereunderGuarantor under this Article 5.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under the Guaranteed ObligationsLoan Documents to which it is a party, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US any Subsidiary Borrower under 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 Document 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 Obligationswhich it is a party;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of Subsidiary Borrower contained in any of the Guaranteed ObligationsLoan Document to which it is a party;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Company may have at any time against the Parent or the US any Subsidiary Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related of any Loan Document to the Credit Agreement, any other Loan Documentwhich it is a party, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any Note of its Notes or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, or any other Loan DocumentDocument to which it is a party; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Subsidiary Borrower, 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 paragraphSection, constitute a legal or equitable discharge of any Subsidiary Guarantorthe Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Venator Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, The Guarantor agrees that the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(i) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of FLAG under any of the Guaranteed ObligationsAgreements, 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;
(ii) 2.3.2 any modification or amendment of or supplement to any of the Credit Agreement, any Note or any other Loan DocumentAgreements;
(iii) 2.3.3 any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower FLAG under 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 ObligationsAgreements;
(iv) 2.3.4 any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsFLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, FLAG or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of FLAG contained in any of the Guaranteed ObligationsAgreements;
(v) 2.3.5 the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US BorrowerLevel 3, any other guarantor of any of the Guaranteed ObligationsFLAG, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit;
(vi) 2.3.6 any invalidity or unenforceability relating to or against the Parent or the US BorrowerFLAG, or for any other guarantor reason, of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan DocumentAgreements, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor FLAG of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by FLAG under any of the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentAgreements; or
(vii) 2.3.7 any other act or omission to act or delay of any kind by the Parent or the US BorrowerLevel 3, any other guarantor of the Guaranteed ObligationsFLAG, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary or defense to the Guarantor's obligations hereunder. Notwithstanding any provision of this Guaranty to the contrary, the Guarantor shall be entitled to assert as 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 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. Subject to Section 9 hereof2.03, the obligations of each of the Subsidiary Guarantors hereunder shallGuarantor under this Article II shall be joint and several, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by, and each Guarantor, to the extent permitted by law, hereby waives any defense to any of the obligations hereunder that might otherwise be available on account of:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under any Loan Document, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guarantee or other liability of any third party, for any obligation of the Parent or the US Borrower under 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;
(ivd) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or Borrower contained in any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors a Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith with any Loan Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or any unrelated transactionscompulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note accrued thereon or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Subsidiary Guarantor's obligations hereunderGuarantor under this Article II.
Appears in 1 contract
Sources: Guaranty (Reschke Michael W)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallU.S. ----------------------- Borrower under this Section shall be absolute, to the fullest extent permitted by law, be unconditional and absolute irrevocable and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsCanadian Borrower under this Agreement or any promissory note issued hereunder, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Documentpromissory note issued hereunder;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Parent or the US Canadian Borrower under the Credit Agreement, any Note, any other Loan Document, this Agreement 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 Obligationspromissory note issued hereunder;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Canadian Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent Canadian Borrower or the US Canadian Borrower, or any other guarantor of the Guaranteed Obligations, or its 's assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Canadian Borrower contained in this Agreement or any other guarantor of any of the Guaranteed Obligationspromissory note issued hereunder;
(ve) the existence of any claim, setoff set-off or other rights right which the Subsidiary Guarantors U.S. Borrower may have at any time against the Parent or the US Canadian Borrower, 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 transactionstransaction; provided that nothing herein -------- shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Canadian Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Documentpromissory note issued hereunder, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Canadian Borrower of the principal of or interest on any Note Loan or promissory note issued hereunder or any other amount payable by the Parent or the US Canadian Borrower under the Credit this Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Canadian Borrower, 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 any Subsidiary Guarantorthe Canadian Borrower's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal Borrower of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, Note or any other Loan Document; or;
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 10 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Principal under 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations;
(ve) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US BorrowerPrincipal, 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 transactions;
(vif) any invalidity or unenforceability relating to or against the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Principal under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US BorrowerPrincipal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C IssuerDocumentation Agent, the Swing Line LenderSyndication 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 any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Sources: Guaranty (SCP Pool Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the ---------------------- obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i1) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii2) any modification or amendment of or supplement to the either Credit Agreement, any Note Note, or any other Loan Document;
(iii3) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Principal under the either Credit Agreement, any Note, the Security Agreement, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, 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;
(iv4) any change in the corporate existence, structure or ownership of the Parent or the US Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations;
(v5) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US BorrowerPrincipal, 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 transactions;
(vi6) any invalidity or unenforceability relating to or against the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the either Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Principal under the either Credit Agreement, any Note, Note or any other Loan Document; or
(vii7) any other act or omission to act or delay of any kind by the Parent or the US BorrowerPrincipal, 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 any Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject Guarantors' guarantee of the Obligations is absolute and unconditional. The validity of this Guaranty and each Guarantor's absolute obligation to Section 9 hereofpay hereunder shall not be impaired by any event whatsoever, including, but not limited to, the obligations merger, consolidation, dissolution, cessation of each business or liquidation of Borrower; the Subsidiary Guarantors hereunder shall, to financial decline or bankruptcy of Borrower; the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation failure of any other guarantor party to guarantee the Obligations or to provide collateral therefor; the Lender Parties' compromise or settlement, with or without release, of any other party liable for the Obligations; the Lender Parties' failure to perfect their security interest in any collateral for the Obligations; the Lender Parties' release of any collateral for the Guaranteed Obligations; the Lender Parties' failure to file suit against Borrower (regardless of whether Borrower is becoming insolvent, or any default, failure or delay, willful or otherwise, in is believed to be about to leave the payment or performance of the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note state or any other Loan Document;
(iii) circumstance); the Lender Parties' failure to give any releaseGuarantor notice of default by Borrower; the unenforceability of the Obligations against Borrower, nonperfection due to bankruptcy discharge, counterclaim or invalidity otherwise; the acceleration of the Obligations at any time; the extension, increase, modification or renewal of the Obligations; the Lender Parties' failure to exercise diligence in collection; the termination of any direct relationship of any Guarantor with Borrower, including, but not limited to, any relationship of ownership or indirect security commerce; Borrower's change of name or use of any name other than the name used to identify Borrower in this Guaranty; Borrower's use of the credit extended by the Lender Parties for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower purpose whatsoever; or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights event which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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, might otherwise constitute a legal or equitable discharge of, or defense available to, a guarantor or surety. Each advance of any Subsidiary credit by the Lender Parties to Borrower following the execution hereof shall be deemed made in reliance upon the continued operation of this Guaranty and shall constitute additional consideration for each Guarantor's obligations hereunderexecution of this Guaranty. Each Guarantor agrees that this Guaranty shall be valid and binding upon such Guarantor upon the delivery of this executed Guaranty to Agent by any party whomsoever.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors OSG hereunder shallshall be unconditional, to the fullest extent permitted by law, be unconditional irrevocable and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsOSG Bulk or OSG International under this Agreement or any Note, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan DocumentNote;
(iii) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the Parent OSG Bulk or the US Borrower OSG International under the Credit Agreement, this Agreement or 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;
(iv) any change in the corporate existence, structure or ownership of the Parent OSG Bulk or the US Borrower or any other guarantor of any of the Guaranteed ObligationsOSG International, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent OSG Bulk or the US Borrower, OSG International or any other guarantor of the Guaranteed Obligations, or its their respective assets or any resulting release or discharge of any obligation of the Parent OSG Bulk or the US Borrower, OSG International contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(v) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors OSG may have at any time against the Parent or the US BorrowerOSG Bulk, OSG International, 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 transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent OSG Bulk or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, OSG International for any reason related to the Credit Agreement, of this Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent OSG Bulk or the US Borrower, or any other guarantor of the Guaranteed Obligations, OSG International of the principal of or interest on any Note or any other amount payable by the Parent OSG Bulk or the US Borrower OSG International under the Credit this Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent OSG Bulk or the US BorrowerOSG International, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary GuarantorOSG's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 10 hereof, ---------------------- ---------- the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note, or any other Credit Document, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Credit Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent Borrower or the US Borrower any other Subsidiary Guarantor under the Credit Agreement, any NoteSubsidiary Guaranty, any other Loan Document, Note 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 ObligationsCredit Document;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantor;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentSubsidiary Guarantor, any Lender Beneficiary or any other Person, whether in connection herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsSubsidiary Guarantors, for any reason related to the Credit Agreement, any Subsidiary Guaranty or any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment of all or any part of the Obligations by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentSubsidiary Guarantor; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderSubsidiary 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 any Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject Each 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 Section 9 hereofor 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 such Guarantor pursuant to this Guaranty; it being the purpose and intent of each Guarantor and the Guarantied Parties that the covenants, agreements and all liabilities and obligations of each of the Subsidiary Guarantors Guarantor hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shalleach Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, to the fullest extent permitted by law, each Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 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 Subsidiary waiver, omission of the 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, such 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 each Guarantor's obligations , 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shallshall be absolute, to the fullest extent permitted by law, be continuing and unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, compromise, settlement, compromisesubstitution, exchange, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation obligations of any other guarantor of Obligor under any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed ObligationsFinancing Documents;
(ii) any amendment, modification or amendment of or supplement to the Credit AgreementNote, any Note this Guaranty or any other Loan Document;
(iii) any releasefailure to perfect a lien, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreementif any, any Note, any other Loan Document, or any obligations of any other guarantor of granted by any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender Financing Documents with respect to any collateral securing all for the Loan, the release in whole or any in part of any such lien or the Guaranteed Obligationsrelease, substitution or exchange of any collateral for the Loan;
(iv) any change in the corporate existencestructure, structure existence or ownership of the Parent Borrower, or the US Borrower filing or any other guarantor entry of any of the Guaranteed Obligations, or a final order in any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or releasing any resulting release or discharge Obligor from any of any obligation of the Parent or the US Borrower, or any other guarantor of its obligations under any of the Guaranteed ObligationsFinancing Documents;
(v) the existence of any claim, setoff set-off or other rights right which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, Bank or any other guarantor Obligor, whether arising from the execution of any of the Guaranteed ObligationsFinancing Documents or otherwise, provided that nothing contained herein shall prevent the Administrative Agent, any Lender or any other Person, whether assertion of such a claim in connection herewith or any unrelated transactionsa separate suit;
(vi) the unenforceability, for any invalidity or unenforceability relating to or against the Parent or the US Borrowerreason, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, obligations of any other Loan DocumentObligor under any of the Financing Documents;
(vii) the failure of Bank (A) to file or enforce a claim against any other Obligor (or its estate in a bankruptcy or other proceeding), (B) to give notice of the creation or incurrence by any other Obligor of any new or additional indebtedness or obligation under the Financing Documents, (C) to commence any action against any Obligor, or (D) to proceed with due diligence to collect any provision of applicable law or regulation purporting amount due to prohibit the payment by the Parent or the US Borrower, or it under any other guarantor of the Guaranteed Obligations, of Financing Documents or to realize upon any collateral for the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentLoan; or
(viiviii) any other act or omission act, failure to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender Obligor or any other Person or any other circumstance whatsoever Bank which might, but for the provisions of this paragraphSection 3, constitute a legal or equitable discharge of any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereofTo the extent permitted by Applicable Law, the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, be are unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, will not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsIssuer under this Indenture or any Note, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Indenture (other than this Article VII) or any other Loan DocumentNote;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(ivc) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Issuer or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Issuer contained in this Indenture or any other guarantor of any of the Guaranteed ObligationsNote;
(vd) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsIssuer, the Administrative 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 transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(vie) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Issuer for any reason related to the Credit Agreement, of this Indenture or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Issuer of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Issuer under the Credit Agreement, any Note, or any other Loan Document; orthis Indenture;
(viif) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsIssuer, the Administrative Trustee, the Principal Paying Agent, the L/C Issuer, the Swing Line Lender, any Lender 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 any Subsidiary or defense to the Guarantor's ’s obligations 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. Subject to Section 9 10 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement with a Cash Management Bank or any other Loan DocumentDocument (except in the case of a release or discharge of such Guarantors effected pursuant to the terms of a waiver, amendment or modification of this Guaranty in accordance with the terms hereof);
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Applicable Obligor under the Credit Agreement, any Note, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement with a Cash Management Bank, 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US BorrowerApplicable Obligor, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement with a Cash Management Bank, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US BorrowerApplicable Obligor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement with a Cash Management Bank or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's ’s obligations hereunderhereunder (other than the occurrence of the Termination Date).
Appears in 1 contract
Guaranty Unconditional. Subject The Guarantor guarantees (to the extent of its Stated Percentage or any greater amount assumed in accordance with Section 9 hereof2.02) that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other Loan Documents. The Guarantor agrees that the Guaranteed Obligations and Loan Documents may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by the Guarantor, and that it will remain bound upon its guaranty contained in, and the other provisions of, this Agreement notwithstanding any extension, renewal or other alteration of any Guaranteed Obligations or such Loan Documents, or any repayment and reborrowing of Loans. Except as otherwise expressly provided in this Agreement or any other Loan Document to which the Guarantor is a party, the obligations of each of the Subsidiary Guarantors hereunder shallGuarantor under this Agreement shall be absolute, to the fullest extent permitted by law, be unconditional and absolute andirrevocable, without limiting and shall be performed strictly in accordance with the generality of the foregoingterms hereof under any and all circumstances whatsoever, shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected byincluding:
(i1) any extensionmodification, amendment, supplement, renewal, settlementextension for any period, compromiseincrease, waiver decrease, alteration or release in respect rearrangement of all or any part of the Guaranteed Obligations, by operation or of law this Agreement or otherwiseany other Loan Document executed in connection herewith, or any obligation 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 other guarantor 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 defaultdocument or agreement executed in connection with the Guaranteed Obligations, failure for any reason whatsoever, including the fact that (A) the Guaranteed Obligations, or delayany part thereof, willful exceeds the amount permitted by law, (B) the act of creating the Guaranteed Obligations or otherwiseany 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 payment 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 (iiG) any modification or amendment of or supplement to the Credit this Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations 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 the liability of the Guarantor, any Other Guarantor, or Millennium on the Guaranteed Obligations or any part thereof, or of any other guarantor Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof; it being recognized, acknowledged and agreed by the 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 any action or failure to act by that the Administrative Agent, Agent or any Lender will look to any other Person (other than the Other Guarantors) to perform the Guaranteed Obligations;
(6) the taking or any Affiliate accepting of any Lender with respect to any other security, collateral securing or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations;
(iv7) any change release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security, at any time existing in the corporate existenceconnection with, structure or ownership of the Parent assuring or the US Borrower securing payment of, all or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any part of the Guaranteed Obligations;
(v) 8) the existence failure of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Lenders or any other 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 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 bankruptcy 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, whether in connection herewith or any unrelated transactions;; or
(vi11) any invalidity other action taken or unenforceability relating omitted to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related be taken with respect to the Credit this Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent security and collateral therefor, whether or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to act or delay of any kind by the Parent or the US Borrower, any other guarantor pay its Stated Percentage of the Guaranteed Obligations, Obligations pursuant to the Administrative Agent, terms hereof; it being the L/C Issuer, unambiguous and unequivocal intention of the Swing Line Lender, any Lender 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 Subsidiary Guarantor's obligations hereunderfuture judicial decisions or legislations of any jurisdiction), except for the indefeasible 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Credit Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Credit Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Credit 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;
(iv) any change in the corporate existence, structure structures or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff setoff, or other rights which the any Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Notethe Notes, or any other Loan Credit Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line any 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 equitable, discharge of any Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (CBRL Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Borrower Guarantors hereunder shallunder this Borrower Guaranty shall be, to the fullest extent permitted by lawjoint and several, be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any advance under this Agreement or any Loan Document by operation of law 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;
; (ii) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
; (iii) any 100 110 modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Documentsecurity, or any obligations of any guarantee or other guarantor liability of any third party, of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate Obligations of any Lender with respect to any collateral securing all Borrower or any part of the Guaranteed Obligations;
its Subsidiary; (iv) any change in the corporate existence, structure structure, or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower Guarantor or its assets or any resulting release or discharge of any obligation of the Parent or Obligations of the US Borrower, Borrower Guarantors contained in this Agreement or any other guarantor of any of the Guaranteed Obligations;
Loan Document; (v) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors any Borrower Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank, any Designated Swing Line Lender, Designated Letter of Credit Issuer, Designated Hedge Creditor or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactions;
Loan Document, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against the Parent any Borrower or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, its Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, any Borrower under this Agreement or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
or (vii) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligationsa Borrower Guarantor, the Administrative Agent, the L/C Issuerany Bank, the any Designated Swing Line Lender, any Lender Designated Letter of Credit Issuer, any Designated Hedge Creditor 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 Guaranteed Obligations of any Subsidiary Guarantor's obligations hereunderBorrower under this Section 10.
Appears in 1 contract
Sources: Credit and Security Agreement (Instron Lawrence Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Guarantor under this Article shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany other Obligor under this Agreement or any Note, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan DocumentNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other Obligor under this Agreement or any Note (including, without limitation, in the Parent or the US Borrower under the Credit Agreementcase of Newcourt, any Note, any other Loan Document, or any obligations release of any other guarantor of any of the Guaranteed Obligations, or any action or failure Newcourt USA pursuant 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 ObligationsSection 9.07 hereof);
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligations, Obligor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Obligor or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, any other Obligor contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors such Guarantor may have at any time against the Parent or the US Borrower, any the other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Obligor for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, Note or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Obligor of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan DocumentObligor under this Agreement; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any the other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary or defense to such Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Cit Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal Borrower of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, 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
(viiviii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note the Accession Agreement or any other Loan Documentthe Notes of the Additional Borrower;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Additional Borrower under the Credit Agreement, any Note, any other Loan Document, the Accession Agreement or the Notes or any obligations obligation 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Additional Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Additional Borrower, or the assets of any other guarantor of the Guaranteed Obligationsforegoing, or its assets or any resulting release or discharge of any obligation of the Parent or the US Additional Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights right which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Additional Borrower, 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 transactionstransaction;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Additional Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Documentthe Accession Agreement or the Notes of the Additional Borrower, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Additional Borrower of the principal of or interest on any Note the Notes of the Additional Borrower or any other amount payable by the Parent or the US Additional Borrower under the Credit Agreement, any Note, Agreement or any other Loan Documentthe Notes; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Additional Borrower, 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 any Subsidiary the Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(iib) any modification or amendment of or supplement to or restatement of the Credit Agreement, any Note Note, any Rate Management Transaction or any other Loan Document;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Principals under 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 Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower any Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrowerany Principal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrowerany Principal, or any other guarantor of any of the Guaranteed ObligationsObligations or the Rate Management Transactions;
(ve) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrowerany Principal, 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 transactions;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrowerany Principal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrowerany Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Principals under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrowerany Principal, 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 any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor ---------------------- hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Term Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Term Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Parent or the US Borrower under the Credit Agreement, any Term 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;
(iv) any change in the corporate existence, structure or ownership of the Parent Borrower or the US Borrower any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Term Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Notethe Term Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallGuarantor under this Article 5 shall be continuing, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrower under this Agreement or any other Loan Document, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of the Parent or the US Borrower under the Credit Agreement, any Note, this Agreement or 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Parent or the US Borrower, Borrower or any other guarantor Guarantor or any of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of the Parent or the US Borrower, Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors may have right that any Guarantor at any time may have against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, any other Loan Document, whole or any provision of applicable law this Agreement or regulation any other Loan Document or any provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Parent Borrower of any Obligation, or the US Borrower, or any other guarantor payment by the Borrower of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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, that might but for the provisions of this paragraph, Section 5.4 constitute a legal or equitable discharge of the obligations of any Subsidiary Guarantor's obligations hereunderGuarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. Subject to Section 9 hereofThe Company guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with their terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lessor with respect thereto. The obligations of each the Company under this Guaranty are independent of the Subsidiary Guarantors Guaranteed Obligations and a separate action or actions may be brought and prosecuted against the Company to enforce this Guaranty (Lessor), irrespective of whether any action is brought against the Lessor or any affiliate of the Lessor or whether the Lessor or any affiliate of the Lessor is joined in any such action or actions. The obligations of the Company hereunder shallshall be irrevocable, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) a. any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsLessor under the Credit Agreement, any Note or any other Transaction Document, 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;
(ii) b. any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Transaction Document;
(iii) c. any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Lessor under the Credit Agreement, any Note, Note or any other Loan Document, Transaction 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;
(iv) d. any change in the corporate existence, structure or ownership of the Parent or the US Borrower Lessor, or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US BorrowerLessor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US BorrowerLessor, or any other guarantor of any of the Guaranteed Obligations;
(v) e. the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Company may have at any time against the Parent or the US BorrowerLessor, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) f. any invalidity or unenforceability relating to or against the Parent or the US BorrowerLessor, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note or any other Loan DocumentTransaction Document or any other guaranty of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Lessor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount amounts payable by the Parent or the US Borrower Lessor under the Credit Agreement, any Note, Note or any other Loan Transaction Document; or
(vii) g. any other act or omission to act or delay of any kind by the Parent or the US BorrowerLessor, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender Obligations 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 any Subsidiary Guarantorthe Company's obligations hereunder, including, without limitation, any failure, omission, delay or inability on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders under the Credit Agreement, any Note or any other Transaction Document.
Appears in 1 contract
Sources: Guaranty (Vincam Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof16.6, the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit this Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit this 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 Collateral securing all or any part of the Guaranteed Obligations;
(iv) except to the extent permitted under Section 6.23 hereof, any change in the corporate existence, structure or ownership of the Parent or the US Borrower Borrower, any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets Obligations or any resulting release or discharge of any obligation of the Parent or the US Borrower, any Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff setoff, recoupment or other rights which the Subsidiary Guarantors any Guarantor may have at any time against the Parent or the US Borrower, any Guarantor, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, any Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit this Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, any Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit this Agreement, any Note, Note or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any Guarantor, 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 any Subsidiary Guarantor's obligations 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. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Principal under 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US 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 Parent or the US BorrowerPrincipal, any other Subsidiary Guarantor, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US BorrowerPrincipal, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Rate Management Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Principal under the Credit Agreement, any Note, any Rate Management Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US BorrowerPrincipal, 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 any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Clarcor Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallCompany under this Article XI shall be irrevocable, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of either Borrower (other than any express written settlement, compromise, waiver or release in favor the Guaranteed ObligationsCompany in its capacity as a guarantor under this Article XI) under this Agreement or any Note, 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;
(ii) any modification or amendment of or supplement to this Agreement (other than this Article XI and the Credit Agreement, any Note defined terms used herein) or any other Loan DocumentNote;
(iii) any release, nonperfection impairment, non‑perfection or invalidity of any direct or indirect security for any obligation of the Parent B&S AG under this Agreement or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationseither Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, B&S AG or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, B&S AG contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(v) the existence of any claim, setoff set‑off or other rights which the Subsidiary Guarantors Company may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsB&S AG, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, B&S AG for any reason related to the Credit Agreement, of this Agreement or any other Loan DocumentNote, or any provision of applicable law a Requirement of Law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, B&S AG of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US Borrower B&S AG under the Credit this Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsB&S AG, 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 obligations as guarantor hereunder; it being understood that the foregoing shall not permit any Subsidiary Guarantor's obligations hereunderaction by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of Guarantor as a guarantor or joint and several obligor under the Subsidiary Guarantors hereunder shallLoan Documents, to the fullest extent permitted by lawincluding this Section 9, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any Borrower or of any other Guarantor under this Agreement or any other Loan Document or 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(ivc) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Parent or the US BorrowerBorrowers, any other Guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of the Parent any Borrower or the US Borrower, or of any other guarantor of Guarantor contained in any of the Guaranteed ObligationsLoan Document;
(vd) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactionsherewith;
(vie) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against 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 Parent or the US Borrower, any Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrowers or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any Term Note or any other amount payable by the Parent or the US Borrower them under the Credit Agreement, any Note, or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor's the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. Subject to Section 9 hereofExcept as expressly set forth herein, the Guarantor agrees that the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsContractor under the Contract, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan DocumentContract;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Contractor under 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 ObligationsContract;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsContractor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Contractor or its assets or any resulting release or discharge of any obligation of the Parent or Contractor contained in the US Borrower, or any other guarantor of any of the Guaranteed ObligationsContract;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsContractor, the Administrative AgentPurchaser, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Contractor for any reason related to of the Credit Agreement, any other Loan DocumentContract, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor Contractor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Contractor under the Credit Agreement, any Note, or any other Loan DocumentContract; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsContractor, the Administrative AgentPurchaser, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary or defense to the Guarantor's obligations hereunder. Notwithstanding any provision of this Guaranty to the contrary, the Guarantor shall be entitled to assert as a defense to any claim for payment or performance of the Guarantied Obligations, that (i) such Guarantied Obligations are not currently due under the terms of the Contract or (ii) such Guarantied Obligations have previously been paid or performed in full. In addition, notwithstanding any provision of this Guaranty to the contrary, any defense or counterclaim available to the Contractor under the Contract based on a breach of contract by Purchaser or failure of Purchaser to satisfy conditions to perform shall be available as a defense to performance or counterclaim by Guarantor hereunder to the same extent it would be a defense to performance or counterclaim by Contractor under the Contract.
Appears in 1 contract
Sources: Project Development and Construction Contract (Global Crossing Holdings LTD)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute absolute, except as expressly limited by Section 3, and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsPrincipal under the Credit Agreement, any Note, any other Limited Guaranty or any other Loan Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, any other Limited Guaranty or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Principal under the Credit Agreement, any Note, any other Limited Guaranty, any Loan Document, or any obligations of any other guarantor 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower Principal or any other guarantor Guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US BorrowerPrincipal, or any other guarantor Guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US BorrowerPrincipal, any other guarantor Guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, any other Limited Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US BorrowerPrincipal, or any other guarantor Guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Principal under the Credit Agreement, the Notes, any Noteother Limited Guaranty, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US BorrowerPrincipal, any other guarantor Guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof8.11, the obligations of each of the Subsidiary Guarantors hereunder shallunder this Article X shall be irrevocable, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany Borrower (other than any express written settlement, compromise, waiver or release in favor of a Guarantor in its capacity as a guarantor under this Article X) under this Agreement or any Note, 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;
(iib) any modification or amendment of or supplement to this Agreement (other than this Article X and the Credit Agreement, any Note defined terms used herein) or any other Loan DocumentNote;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US any Borrower under the Credit Agreement, this Agreement or 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent any Borrower or the US such Borrower, or any other guarantor of the Guaranteed Obligations, or its ’s assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, any Borrower contained in this Agreement or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors either Guarantor may have at any time against the Parent or the US any Borrower, 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 transactionstransaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan DocumentNote, or any provision of applicable law Law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US any Borrower under the Credit this Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Borrower, 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 either Guarantor’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any Subsidiary Guarantor's obligations hereunderaction 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 LTD)
Guaranty Unconditional. Subject to Section 9 hereof, 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 each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(i) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any payment obligation of FLAG under the Guaranteed ObligationsContract, 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;
(ii) 2.3.2 any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan DocumentContract;
(iii) 2.3.3 any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any payment obligation of the Parent or the US Borrower FLAG under 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 ObligationsContract;
(iv) 2.3.4 any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsFLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, FLAG or its assets or any resulting release or discharge of any obligation of FLAG contained in the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsContract;
(v) 2.3.5 the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US BorrowerASN, any other guarantor of any of the Guaranteed ObligationsFLAG, the Administrative Agent, any Lender or any other Personcorporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit;
(vi) 2.3.6 any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsFLAG, for any reason related to reason, of the Credit Agreement, any other Loan DocumentContract, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor FLAG of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower FLAG under the Credit Agreement, any Note, or any other Loan DocumentContract; or
(vii) 2.3.7 any other act or omission to act or delay of any kind by the Parent or the US BorrowerASN, any other guarantor of the Guaranteed ObligationsFLAG, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary or defense to the Guarantor's obligations hereunder.. Notwithstanding any provision of this Guaranty to the contrary, the Guarantor shall be entitled to assert as 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
Appears in 1 contract
Sources: Guaranty (Flag Telecom Holdings LTD)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Company under this Article 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under this Agreement or any of its Notes, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, this Agreement or any Note 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 any other Loan Documentsupplemented thereby);
(iii) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, this Agreement 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 Obligationsits Notes;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower contained in this Agreement or any other guarantor of any of the Guaranteed Obligationsits Notes;
(v) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Company may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to the Credit Agreement, of this Agreement or any other Loan Documentof its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note of its Loans or any other amount payable by the Parent or the US Borrower it under the Credit this Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantorthe Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Allergan Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallGuarantor under this Article 5 shall be continuing, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrower under this Agreement or any other Loan Document, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of the Parent or the US Borrower under the Credit Agreement, any Note, this Agreement or 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent Borrower, any Guarantor or the US Borrower or any other guarantor of any of the Guaranteed ObligationsNN Italy, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Parent or the US Borrower, any Guarantor, NN Italy or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of the Parent or the US Borrower, Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors may have right that any Guarantor or NN Italy at any time may have against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative AgentAgents, any Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, any other Loan Document, whole or any provision of applicable law this Agreement or regulation any other Loan Document or any provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Parent Borrower of any Obligation, or the US Borrower, or any other guarantor payment by the Borrower of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderAgents, 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 obligations of any Subsidiary Guarantor's obligations hereunderGuarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Obligor under any of the Guaranteed ObligationsLoan Documents, 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;
(iib) any modification or amendment of or supplement to the Credit this Agreement, any the Note or any of the other Loan DocumentDocuments, including, without limitation, any increase in the principal amount of the Loans;
(iiic) any release, nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the Parent herefor or the US Borrower under the Credit Agreement, any Note, any other Loan Documentfor, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agentguarantee of, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsObligors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the Parent or the US Borrower, Obligors or any other guarantor of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of the Parent any Obligor contained in this Agreement or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsNote;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Obligor or any other Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor Obligor for any reason of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Borrower of the principal of or interest on any Note the Loans or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, or any other Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender Obligor 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 any Subsidiary the Guarantor's obligations hereunder. In addition, the obligations of the Guarantor hereunder are joint and several with the obligations of each other guarantor or obligor in respect of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Borrower under this Article shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, foregoing shall not be released, discharged or otherwise affected byby the occurrence, one or more times, of any of the following:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of to the Borrower Guaranteed Obligations under any of the Guaranteed Obligationsagreement or instrument, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit this Agreement, any Note, any other Loan Document, or any obligations agreement or instrument evidencing or relating to any Borrower Guaranteed Obligation;
(c) any release, non-perfection or invalidity of any other guarantor of direct or indirect security for the Borrower Guaranteed Obligations under any of the Guaranteed Obligations, agreement or any action instrument evidencing or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect relating to any collateral securing all or any part of the Borrower Guaranteed Obligations;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligations, its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, its Subsidiaries or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of its Subsidiaries contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Borrower may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligationsits Subsidiaries, the Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor Person for any reason of any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor Person of any of the Borrower Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsPerson, 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 paragraphArticle, constitute a legal or equitable discharge of any Subsidiary Guarantor's the Borrower’s obligations hereunderunder this Section other than the irrevocable payment in full of all Borrower Guaranteed Obligations.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Guarantor under the Loan Documents, 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;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any Note or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent Borrower or the US Borrower any other Guarantor under 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 ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of any of Guarantor contained in the Guaranteed ObligationsLoan Documents;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to of the Credit Agreement, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's ’s or the Borrower’s obligations hereunderhereunder or defense of a surety (except for payment in full).
Appears in 1 contract
Sources: Credit Agreement (Input Output Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the Parent Borrower or the US Borrower 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 Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Notethe Notes, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantor's the Guarantors' obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Trion Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallGuarantor under this Article 5 shall be continuing, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Guaranteed ObligationsBorrowers under this Agreement or any other Loan Document, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
(iiic) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security security, or of any guaranty or other liability of any third party, for any obligation Obligation of the Parent Borrowers under this Agreement or the US Borrower under 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US any Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Parent or the US Borrower, any Borrower or any other guarantor Guarantor or any of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation Obligation of the Parent or the US Borrower, any Borrower under this Agreement or any other guarantor of any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors may have right that any Guarantor at any time may have against the Parent or the US any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether or not arising in connection herewith with this Agreement or any unrelated transactionsother Loan Document;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Borrower for any reason related to of the Credit Agreement, whole or any provision of this Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Parent such Borrower of any Obligation, or the US Borrower, or any other guarantor payment by such Borrower of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, this Agreement or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line LenderIssuing 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 obligations of any Subsidiary Guarantor's obligations hereunderGuarantor under this Article 5.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower under the Credit Agreement, any Term Note, or any other Loan Document, by operation of law or otherwise, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note Term Note, or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security security, if any, for any obligation of the Parent or the US Borrower under the Credit Agreement, any Term 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;
(iv) any change in the corporate existence, or partnership structure or ownership of the Parent Borrower or the US Borrower any Guarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any other Guaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Term Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 any Subsidiary Guarantor's obligations hereunder.other
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(iib) any modification or amendment of or supplement to the Credit Loan Agreement, any Note the Notes or any other Loan Document;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Loan Agreement, any Notethe 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 the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral Collateral securing all or any part of the Guaranteed Obligations;
(ivd) any change in the corporate existence, structure structure, name or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(ve) the existence of any claim, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Personparty, whether in connection herewith or any unrelated transactions;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Loan Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note the Notes or any other amount payable by the Parent or the US Borrower under the Credit Loan Agreement, any Notethe Notes, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantor's ’s obligations hereunder.
Appears in 1 contract
Sources: Guaranty (Baron Energy Inc.)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Subsidiary Borrower under the Guaranteed ObligationsLoan Documents to which it is a party, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US any Subsidiary Borrower under 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 Document 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 Obligationswhich it is a party;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsSubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, 84 102 reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of Subsidiary Borrower contained in any of the Guaranteed ObligationsLoan Document to which it is a party;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Company may have at any time against the Parent or the US any Subsidiary Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Bank or any other Person, whether in connection herewith with the Loan Documents or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, Subsidiary Borrower for any reason related of any Loan Document to the Credit Agreement, any other Loan Documentwhich it is a party, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary Borrower of the principal of or interest on any Note of its Notes or any other amount payable by the Parent or the US Borrower it under the Credit Agreement, any Note, or any other Loan DocumentDocument to which it is a party; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Subsidiary Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary Guarantorthe Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Venator Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsLessee under any Operative Document, by operation of law or otherwise, otherwise or any obligation of any other guarantor 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Operative Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Lessee under the Credit Agreement, any Note, any other Loan Operative 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;
(iv) any change in the corporate existence, structure or ownership of the Parent or the US Borrower Lessee or any other guarantor Guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US BorrowerLessee, or any other guarantor Guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US BorrowerLessee, or any other guarantor Guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, recoupment, setoff or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US BorrowerLessee, any other guarantor Guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Lessor or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vi) 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 Parent or the US BorrowerLessee, or any other guarantor Guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Operative Document, or any provision of applicable law other Guaranty, or regulation any Governmental Requirement purporting to prohibit the payment by the Parent or the US BorrowerLessee, or any other guarantor Guarantor of the Guaranteed Obligations, of the principal of or interest on any Note Basic Rent, Supplemental Rent, or any other amount payable by the Parent or the US Borrower Lessee under the Credit Agreement, any Note, or any other Loan Operative Document; or
(viiviii) any other act or omission to act or delay of any kind by the Parent or the US BorrowerLessee, any other guarantor Guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender 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 any Subsidiary the Guarantor's obligations 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed ObligationsObligation, 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;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any Note or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent any Borrower or the US Borrower any other Guarantor under 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 ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US any Borrower or any other guarantor of any of the Guaranteed ObligationsGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US any Borrower, or any other guarantor of the Guaranteed Obligations, Guarantor or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, any Borrower or any other guarantor of any of Guarantor contained in the Guaranteed ObligationsLoan Documents;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US any Borrower, any other guarantor of any of the Guaranteed ObligationsGuarantor, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, any Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to of the Credit Agreement, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, any Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US any Borrower under the Credit Agreement, any Note, or any other Guarantor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US any Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's ’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 hereinafter 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligationsany other Obligor or any other Person under any Loan Document, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note Agreement or any other Loan Document;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit AgreementBorrower, any Notesuch Guarantor, any other Guarantor or any other Person under any 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower Borrower, such Guarantor, any other Guarantor or any other guarantor of Person or any of the Guaranteed Obligationstheir respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, such Guarantor, any other Guarantor or any other guarantor Person or any of the Guaranteed Obligations, or its their assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, such Guarantor, any other Guarantor or any other guarantor of Person contained in any of the Guaranteed ObligationsLoan Document;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors such Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender Lender, any other Guarantor or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, any other Obligor, any other Guarantor or any other guarantor of any of the Guaranteed Obligations, Person for any reason related to of the Credit Agreement, Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or the interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuerany other Guarantor, 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 any Subsidiary Guarantor's or defense to obligations of such Guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of Guarantor as a guarantor or joint and several obligor under the Subsidiary Guarantors hereunder shallLoan Documents, to the fullest extent permitted by lawincluding this Section 10, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any Borrower or of any other Guarantor under this Agreement or any other Loan Document or 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(ivc) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the Parent or the US BorrowerBorrowers, any other Guarantor, or any other guarantor of the Guaranteed Obligationstheir respective assets, or its assets or any resulting release or discharge of any obligation of the Parent any Borrower or the US Borrower, or of any other guarantor of Guarantor contained in any of the Guaranteed ObligationsLoan Document;
(vd) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith or any unrelated transactionsherewith;
(vie) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against 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 Parent or the US Borrower, any Borrower or any other guarantor of any of the Guaranteed Obligations, Guarantor for any reason related to the Credit Agreement, of this Agreement or of any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrowers or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower them under the Credit Agreement, any Note, or any other Loan DocumentDocuments; or
(viih) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor's the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Guarantor hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any otherwise other guarantor of any of than the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the full payment or performance of the Guaranteed Obligationsthereof;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any Note Loan Documents or any other Loan DocumentLender Swap Agreements;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of Guarantor or any of the Guaranteed ObligationsRestricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsObligation;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of Guarantor, any of the Guaranteed ObligationsRestricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, any other Guarantor or any other guarantor of any of the Guaranteed Obligations, Restricted Subsidiary for any reason related to of the Credit AgreementLoan Documents, any other Loan Document, Lender Swap Agreement or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, Guarantor or any Restricted Subsidiary of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Guarantor or any Restricted Subsidiary under the Loan DocumentDocuments or any Lender Swap Agreement; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's ’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 hereinafter 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors hereunder shallunder this Subsidiary Guaranty shall be, to the fullest extent permitted by lawjoint and several, be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed Obligations, any advance under this Agreement or any Loan Document by operation of law 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;
; (ii) any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Document;
; (iiiii) any modification, amendment, waiver, release, nonperfection non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Documentsecurity, or any obligations of any guarantee or other guarantor liability of any third party, 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 Obligations of the Guaranteed Obligations;
Borrower or its Subsidiary; (iviii) any change in the corporate existence, structure structure, or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligationsof, or any insolvency, bankruptcyBankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Subsidiary Guarantor or its assets or any resulting release or discharge of any obligation of the Parent or Obligations of the US Borrower, Subsidiary Guarantors contained in this Agreement or any other guarantor of any of the Guaranteed Obligations;
Loan Document; (viv) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed ObligationsAdministrative Agent, the Administrative AgentDesignated 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 transactions;
Loan Document, PROVIDED, HOWEVER, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (viv) any invalidity or unenforceability relating to or against the Parent Borrower or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, its Subsidiary for any reason related to the Credit Agreement, of this Agreement or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower under this Agreement or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
or (viivi) to the extent permitted by applicable Law, any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsSubsidiary Guarantor, the Administrative Agent, the L/C Designated Letter of Credit Issuer, the Swing Line LenderDesignated 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 any Subsidiary Guarantor's obligations hereunderthe Guaranteed Obligations of the Borrower under this Section 11.
Appears in 1 contract
Guaranty Unconditional. Subject The Guarantor acknowledges and agrees that no change in the nature or terms of the Guaranteed Obligations or any of the Guaranteed Agreements, or other agreements, instruments or contracts evidencing, related to Section 9 hereofor attendant with the Guaranteed Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of the Guarantor pursuant to this Parent Guaranty; it being the purpose and intent of the Guarantor, the Administrative Agent, the Issuing Bank and the Lenders that the covenants, agreements and all liabilities and obligations of each of the Subsidiary Guarantors Guarantor hereunder shallare absolute, to the fullest extent permitted by law, be unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, shallthe Guarantor agrees that until each and every one of the covenants and agreements of this Parent Guaranty is fully performed, to the fullest extent permitted by law, Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligationspart, 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;
(ii) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(iv) any change in the corporate existence, structure or ownership of the 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 Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, 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 transactions;
(vi) any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, 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 thing which might, but for the provisions this paragraph of this paragraphParent Guaranty, constitute be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any Subsidiary Guarantor's obligations hereunderwaiver, omission of the Administrative Agent, the Issuing Bank and the Lenders, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Administrative Agent, the Issuing Bank and the Lenders, 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 on the one hand and the Administrative Agent, the Issuing Bank and the Lenders, or any of them, on the other hand or any other guarantor or surety, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder 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: Parent Guaranty (Gemstar Tv Guide International Inc)
Guaranty Unconditional. Subject The respective obligations of Parent and Household International (each of which is referred to Section 9 hereof, as the "Guarantor" with respect to the obligations that are the subject of each of the Subsidiary Guarantors its guaranty) hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
by any of the following matters, in the case of Parent's Guaranty, with respect to Seller or any of the TFS Companies, or, in the case of Household International's Guaranty, with respect to Purchaser (i) each entity whose obligations are guaranteed by Parent or Household International, as the case may be, is referred to as a "Guaranteed Entity"): any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of a Guaranteed Entity under this Agreement or any related document in connection with the Guaranteed Obligationstransactions contemplated hereby or thereby (the "Transaction Documents"), whether 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;
(ii) ; any modification or amendment of or supplement to the Credit Agreement, any Note this Agreement or any other Loan Transaction Document;
(iii) ; any release, nonperfection non-perfection or invalidity of any direct or indirect guarantee of or security for any obligation of the Parent a Guaranteed Entity under this Agreement or the US Borrower under the Credit Agreement, any Note, any other Loan Transaction 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;
(iv) ; any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the a Guaranteed Obligations, Entity or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the a Guaranteed Obligations, Entity or its respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the a Guaranteed Obligations;
(v) Entity contained in this Agreement; the existence of any claim, setoff set-off, or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of any of the a Guaranteed Obligations, the Administrative Agent, any Lender Entity or any other Personcorporation or person, whether in connection herewith or any unrelated transactions;
(vi) ; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the a Guaranteed Obligations, Entity for any reason related to the Credit Agreement, of this Agreement or any other Loan Transaction Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent performance of any obligation or the US Borrower, or payment of any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower a Guaranteed Entity under the Credit Agreement, any Note, this Agreement or any other Loan Transaction Document; or
(vii) any other act or omission emission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the a Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Person or Entity; any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary the Guarantor's obligations hereunder; provided, however, that Parent shall not be deemed to have waived any counterclaim or defense based on a breach of representation, warranty, or covenant of Purchaser hereunder that would have been a defense to the failure of Seller or any TFS Company to make any payment or perform any obligation in respect of which a claim is made under this Article XIV; and provided further that Household International shall not be deemed to have waived any counterclaim or defense based on a breach of representation, warranty, or covenant of Parent, Seller or any of the TFS Companies hereunder that would have been a defense to the failure of Purchaser to make any payment or perform any obligation in respect of which a claim is made under this Article XIV. The guarantee provided in this Article 14 shall encompass any modification, supplement or amendment of this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Transamerica Finance Corp)
Guaranty Unconditional. Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:80
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any otherwise other guarantor of any of than the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the full payment or performance of the Guaranteed Obligationsthereof;
(iib) any modification modification, amendment or amendment waiver of or supplement to the Credit Agreement, any Note Loan Documents or any other Loan DocumentLender Swap Agreements;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of Guarantor or any of the Guaranteed ObligationsRestricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed ObligationsObligation;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Guarantor may have at any time against the Parent or the US Borrower, any other guarantor of Guarantor, any of the Guaranteed ObligationsRestricted Subsidiary, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, any other Guarantor or any other guarantor of any of the Guaranteed Obligations, Restricted Subsidiary for any reason related to of the Credit AgreementLoan Documents, any other Loan Document, Lender Swap Agreement or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, Guarantor of the principal of or interest on any Note Loan or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Guarantor or any Restricted Subsidiary under the Loan DocumentDocuments or any Lender Swap Agreement; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsGuarantor, any Restricted Subsidiary, the Administrative Agent, the L/C Issuer, the Swing Line Lender, 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 any Subsidiary the Guarantor's ’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 hereinafter 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. Subject to Section 9 hereof, the The obligations of each of the Subsidiary Guarantors Holdings hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Guaranteed ObligationsBorrower or any other Obligor under the Loan Documents, 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan DocumentDocuments;
(iiic) any release, nonperfection impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Parent Borrower or the US Borrower any other Obligor under 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 ObligationsDocuments;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed ObligationsObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, Obligor or its their respective assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, Borrower or any other guarantor of any of Obligor contained in the Guaranteed ObligationsLoan Documents;
(ve) the existence of any claim, setoff set-off or other rights which the Subsidiary Guarantors Holdings may have at any time against the Parent or the US Borrower, any other guarantor of Obligor, any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(vif) any invalidity or unenforceability relating to or against the Parent or the US Borrower, Borrower or any other guarantor of any of the Guaranteed Obligations, Obligor for any reason related to of the Credit Agreement, any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, Borrower or any other guarantor of the Guaranteed Obligations, Obligor of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Obligor under the Loan DocumentDocuments; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed ObligationsObligor, the Administrative any 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 any Subsidiary Guarantor's Holdings' obligations hereunderhereunder (other than, in each case, the payment of the Obligations in full).
Appears in 1 contract
Sources: Liquidity Facility (Evenflo & Spalding Holdings Corp)
Guaranty Unconditional. Subject to Section 9 10 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, shall not be released, discharged or otherwise affected by:
(ia) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed 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;
(iib) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;
(iiic) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower Principal under the Credit Agreement, any Note, any Collateral Document, 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;
(ivd) any change in the corporate existence, structure or ownership of the Parent or the US Borrower Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations;
(ve) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US BorrowerPrincipal, 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 transactions;
(vif) any invalidity or unenforceability relating to or against the Parent or the US BorrowerPrincipal, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note on any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US BorrowerPrincipal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower Principal under the Credit Agreement, any Note, Note or any other Loan Document; or
(viig) any other act or omission to act or delay of any kind by the Parent or the US BorrowerPrincipal, 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 any Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (NVR Inc)