Guaranty Unconditional. The obligations of TLGI hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement); (b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder; (c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary or their respective assets; (d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer 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; (e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or (f) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2, constitute a legal or equitable discharge of TLGI's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Loewen Group Inc), Credit Agreement (Loewen Group Inc)
Guaranty Unconditional. The Except as set forth in Section 3.1 below, the obligations of TLGI hereunder the Guarantor under this Guaranty shall be absolute and unconditional and absolute andshall remain in full force and effect, without limiting subject to termination under Section 5.4(b) below, until the generality of the foregoingGuaranteed Obligations shall have been paid and performed, or provision made for such payment and performance, and such obligations shall not be releasedaffected, discharged modified or otherwise affected by:impaired upon the
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation The failure to give notice to the Guarantor of the Borrower occurrence of an event or default under the terms and provisions of this Agreement or any Letter of Credit Guaranty or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Redevelopment Agreement);
(b) any modification The waiver of the payment, performance or amendment of or supplement to this Agreement, any Letter of Credit, observance by the Collateral Trust Agreement, or any other Loan Document, City or the termination Guarantor of any of the Collateral Trust obligations, covenants or agreements of any of them contained in the Redevelopment Agreement or the release of any collateral pledged thereunderin this Guaranty;
(c) any change in the corporate existence, structure or ownership The extension of the Borrower time for payment or performance under this Guaranty or of the time for performance of any other Subsidiaryobligations, covenants or any insolvency, bankruptcy, reorganization agreements under or other similar proceeding affecting arising out of the Borrower, any other Subsidiary Redevelopment Agreement or their respective assetsthe extension or the renewal of either;
(d) the existence The modification or amendment (whether material or otherwise) of any claimobligation, set-off covenant or other rights which TLGI may have at any time against agreement set forth in the BorrowerRedevelopment Agreement, any other Guarantor, provided that the Agent, any Lender, obligations of the L/C Issuer Guarantor are not thereby increased 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 counterclaimexpanded without its prior written consent;
(e) Except as set forth in Section 3.1 below, any invalidity failure, omission, delay or unenforceability relating lack on the part of the City to enforce, assert or against exercise any right, power or remedy conferred on the Borrower or any Pledgor Subsidiary for any reason of any provision or all of City in this Agreement, the Collateral Trust AgreementGuaranty, or any other Loan Documentact or acts on the part of the City;
(f) The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshaling or assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the City, the Developer or the Guarantor or any of the assets of any of them, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower contest of the principal validity of this Guaranty in such proceeding;
(g) The default or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any failure of the other Loan Documents or the payment or performance by any Guarantor of to perform fully any of its obligations under any set forth in the Guaranty; or
(f) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2, constitute a legal or equitable discharge of TLGI's obligations hereunder.
Appears in 2 contracts
Sources: Woodside Village Redevelopment Agreement, Woodside Village Redevelopment Agreement
Guaranty Unconditional. The obligations of TLGI the Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any Borrowing Subsidiary under this Agreement Agreement, any Note or any Letter of Credit Reimbursement Agreement or Local Currency Addendum or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)therefor;
(bii) any modification or amendment of or supplement to this Agreement, any Note or any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Credit Reimbursement Agreement or the release of any collateral pledged thereunder;Local Currency Addendum:
(ciii) any change in the corporate existence, structure or ownership of the Borrower or any other Borrowing Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Borrowing Subsidiary or their respective its assets;
(div) the existence of any claim, set-off or other rights which TLGI the Company may have at any time against the Borrower, any other GuarantorBorrowing Subsidiary, the Agent, the Euro-Agent, any LenderLocal Currency Agent, the L/C Issuer any Bank, any Issuing Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ev) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Borrowing Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, any Note or any other Loan DocumentLetter of Credit Reimbursement Agreement or Local Currency Addendum, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any Borrowing Subsidiary of the principal of or interest on any Revolving Loan Advance or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fvi) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorBorrowing Subsidiary, the Agent, the Euro-Agent, any LenderLocal Currency Agent, the L/C Issuer any Bank, any Issuing Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Company’s obligations hereunderhereunder or a Borrowing Subsidiary’s obligations under this Agreement.
Appears in 2 contracts
Sources: Multicurrency Credit Agreement (Ecolab Inc), Multicurrency Credit Agreement (Ecolab Inc)
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Reimbursement Agreement, any Reimbursement Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Reimbursement Agreement, any Letter of Credit, the Collateral Trust AgreementReimbursement Note, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security, if any, for any obligation of the Borrower under the Reimbursement Agreement, any Reimbursement Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason related to the 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Reimbursement Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Reimbursement Agreement, the Reimbursement Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Reimbursement Agreement (Gables Residential Trust), Reimbursement Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. The 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 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 TLGI 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 the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extensionin part, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary or their respective assets;
(d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer 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;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act action or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this SECTION 5.2Guaranty, constitute be deemed a legal or equitable discharge of TLGI's obligations a Guarantor or surety or guarantor, or by reason of any 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. The Subject to Section 9 hereof, the obligations of TLGI each of the Subsidiary Guarantors hereunder shall shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of Credit, any direct or indirect security for any obligation of the Collateral Trust Parent or the US Borrower under the Credit Agreement, or any Note, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral pledged thereundersecuring all or any part of the Guaranteed Obligations;
(civ) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other Subsidiaryguarantor 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 Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits 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;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower Parent or the US Borrower, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation any other amount payable by the Parent or the payment US Borrower under the Credit Agreement, any Note, or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Issuer, the Swing Line Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany Subsidiary Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V)
Guaranty Unconditional. The Each 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 TLGI such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extensionin part, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary or their respective assets;
(d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer 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;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act action or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever thing which might, but for the provisions of this SECTION 5.2Section 2.5, constitute be deemed a legal or equitable discharge of TLGI's obligations a surety or guarantor, or by reason of any 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. The Each 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 TLGI such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor’s undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extensionin part, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary or their respective assets;
(d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer 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;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act action or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever thing which might, but for the provisions of this SECTION 5.2Section 3.5, constitute be deemed a legal or equitable discharge of TLGI's obligations a surety or guarantor, or by reason of any 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. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged other Guarantor under the Collateral Trust Agreement)Loan Documents, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Loan Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Guarantor or their respective assetsassets or any resulting release or discharge of any obligation of the Borrower or any other Guarantor contained in the Loan Documents;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of or any other Obligation hereunder or Guarantor under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocuments; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to Administrative Agent or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as 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. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Borrowers under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security, if any, for any obligation of the Borrowers under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of the Borrower Borrowers or corporate structure or ownership of any other Guarantor or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the BorrowerBorrowers, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrowers, 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 Borrower Borrowers, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of Borrowers under the Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the BorrowerBorrowers, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Gables Realty Limited Partnership), Credit Agreement (Gables Residential Trust)
Guaranty Unconditional. The Each 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 TLGI such Guarantor pursuant to the Guaranty; it being the purpose and intent of the Guarantors, the Company, the Trustee and the Holders that the covenants, agreements and all liabilities and obligations of the Guarantors hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Supplemental Indenture is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extensionin part, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary or their respective assets;
(d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer 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;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act action or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever thing which might, but for the provisions of this SECTION 5.2Section 2.5, constitute be deemed a legal or equitable discharge of TLGI's obligations a surety or guarantor, or by reason of any 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. The Subject to Section 9 hereof, the obligations of TLGI each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust Agreement, Note or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the 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 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 Borrower or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower under the Credit Agreement, any Note or any other Loan Document;
(vii) any law, regulation or order of any jurisdiction, or any other Obligation hereunder or under event affecting any of the other Loan Documents or the payment or performance by any Guarantor term of any of its obligations under Guaranteed Obligation or any GuarantyLender’s rights with respect thereto; or
(fviii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Guarantor’s obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Ryland Group Inc), Credit Agreement (Ryland Group Inc)
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security, if any, for any obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. The obligations of TLGI hereunder each Guarantor as a guarantor or joint and several obligor under the Loan Documents, including this Section 10, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the either Borrower or of any other Guarantor under this Agreement or any Letter other Loan Document or by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the BorrowerBorrowers, any other Subsidiary Guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of either Borrower or of any other Guarantor contained in any Loan Document;
(d) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether or not arising 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 counterclaimherewith;
(e) 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 either 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 either Borrower, regardless of what obligations of the Borrowers remain unpaid;
(g) any invalidity or unenforceability relating to or against the either Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision this Agreement or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Borrowers or any other Guarantor of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by them under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocuments; or
(fh) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Hub Group Inc), Credit Agreement (Hub Group Inc)
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether occurring before or after receipt by the Lender of notice of termination of this Guaranty:
(ai) any extension, renewal, settlement, compromise, waiver or release in with respect of to any obligation of the Borrower under this the Credit Agreement or any Letter other Facility Document, by operation of Credit law or the exchangeotherwise, release or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or modification, amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Credit Agreement or any other Loan Facility Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or its assets or any other Subsidiary guarantor of any of the Guaranteed Obligations or their respective its assets, or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations;
(div) the existence of any claim, set-off setoff or other rights right which TLGI the Guarantor may have at any time against the Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Personperson, whether in connection herewith with the Credit Agreement, any other Facility Document, or with any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ev) any the invalidity or unenforceability relating to unenforceability, regardless of the reason, of the Credit Agreement, any other Facility Document or against any provision thereunder concerning rights or obligations of the Borrower or any Pledgor Subsidiary for any reason other guarantor of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or Guaranteed Obligations;
(vi) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other guarantor of the Guaranteed Obligations of the principal of under or interest on the Credit Agreement or any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance other amount payable by the Borrower under any other Facility Document;
(vii) any failure or omission to enforce any right, power or remedy: (a) under the Credit Agreement or any other Facility Document, or (b) with respect to any or all of the Guaranteed Obligations;
(viii) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, any part thereof or indebtedness which is otherwise not covered by this Guaranty even though the Lender might lawfully have elected to apply such payments to all or any part of the Guaranteed Obligations or to indebtedness which is not covered by this Guaranty;
(ix) any release, nonperfection or invalidity of any direct or indirect security, regardless of when granted, for any obligation of the Borrower under the Credit Agreement or any other Facility Document, or any release or invalidity of obligations of any other Obligation hereunder or under guarantor of any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyGuaranteed Obligations; or
(fx) any other act or act, omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person person, or any other circumstance whatsoever whatsoever, which might, but for the provisions of this SECTION 5.2Section 2, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 2 contracts
Sources: Guaranty (Edison Schools Inc), Guaranty (Edison Schools Inc)
Guaranty Unconditional. The obligations of TLGI hereunder Holdings under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Credit Agreement or any Letter other Credit Document, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Credit Agreement or any other Loan Credit Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Credit Agreement or any other Credit Document;
(d) any change in the corporate organizational existence, structure or ownership of the Borrower or any other SubsidiaryBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or its assets or any resulting release or discharge of any obligation of the Borrower contained in this Credit Agreement or any other Subsidiary or their respective assetsCredit Document;
(de) the existence of any claim, set-off or other rights which TLGI Holdings may have at any time against the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any illegality, invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Credit Agreement or any other Loan Credit Document, or any provision of applicable law or regulation purporting to prohibit the Borrowing by the Borrower or the payment by the Borrower of the principal of or interest on any Revolving Loan the Loans or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder amount payable by it under this Credit Agreement or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyCredit Document; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2clause (g), constitute a legal or equitable discharge of TLGI's Holdings’ obligations hereunder.
Appears in 2 contracts
Sources: Senior Unsecured Bridge Credit Agreement (Medtronic Inc), Senior Unsecured Bridge Credit Agreement
Guaranty Unconditional. The obligations of TLGI hereunder the Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Subsidiary Borrower under this Agreement the Loan Documents to which it is a party, by operation of law or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Subsidiary Borrower under any Loan Document to which it is a party;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiarySubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Borrower or their respective assetsits assets or any resulting release or discharge of any obligation of any Subsidiary Borrower contained in any Loan Document to which it is a party;
(de) the existence of any claim, set-off or other rights which TLGI the Company may have at any time against the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith with the Loan Documents or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the any Subsidiary Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentDocument to which it is a party, or any provision of applicable law or regulation purporting to prohibit the payment by the any Subsidiary Borrower of the principal of or interest on any Revolving Loan of its Notes or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument to which it is a party; or
(fg) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2Section, constitute a legal or equitable discharge of TLGI's the Company’s obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Foot Locker Inc), Credit Agreement (Foot Locker Inc)
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Foreign Currency Borrower under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security, if any, for any obligation of the Foreign Currency Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of the Foreign Currency Borrower or corporate structure or ownership of any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Foreign Currency Borrower, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Foreign Currency Borrower, or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantor may have at any time against the Foreign Currency Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementForeign 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 Borrower Foreign Currency Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Note or any other amount payable by the Foreign Currency Borrower under the Credit Agreement, the Notes, or any other Loan or Swing Line Loan or Reimbursement Obligation Document, or the payment or performance by the Borrower of any other Obligation hereunder obligation or undertaking of the Foreign Currency Borrower under the Credit Agreement, any other Loan Document, or any other Guarantee or otherwise making any of the other Loan Documents or Guaranteed Obligations irrecoverable from the payment or performance by Foreign Currency Borrower for any Guarantor of any of its obligations under any Guarantyreason; or
(fvii) 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 Foreign Currency Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Russell Corp)
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Amended and Restated Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of the Borrower or any other Subsidiarycorporate structure or ownership of the Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrower or the Guarantor, or any other Subsidiary of their assets or their respective assetsany resulting release or discharge of any obligation of the Borrower or the Guarantor;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantorthe Administrative Agent, the Co-Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this related to the Amended and Restated Credit Agreement, the Collateral Trust Agreementany other Loan Document, or any other Loan DocumentGuaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Amended and Restated Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Co-Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any other Guarantor under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(bii) any modification or amendment of or supplement to this AgreementAgreement or any Note;
(iii) any release, impairment, non-perfection or invalidity of any Letter direct or indirect security for any obligation of Credit, the Collateral Trust Agreement, Borrower or any other Loan Document, or the termination of the Collateral Trust Guarantor under this Agreement or the release of any collateral pledged thereunderNote;
(civ) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Guarantor or their respective assetsassets or any resulting release or discharge of any obligation of the Borrower or any other Guarantor contained in this Agreement or any Note;
(dv) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Bank 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;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of or any other Obligation hereunder or Guarantor under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Guaranty Unconditional. The obligations of TLGI hereunder the Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Subsidiary Borrower under this Agreement the Loan Documents to which it is a party, by operation of law or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Subsidiary Borrower under any Loan Document to which it is a party;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiarySubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Borrower or their respective assetsits assets or any resulting release or discharge of any obligation of any Subsidiary Borrower contained in any Loan Document to which it is a party;
(de) the existence of any claim, set-off or other rights which TLGI the Company may have at any time against the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith with the Loan Documents or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the any Subsidiary Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentDocument to which it is a party, or any provision of applicable law or regulation purporting to prohibit the payment by the any Subsidiary Borrower of the principal of or interest on any Revolving Loan of its Notes or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument to which it is a party; or
(fg) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2Section, constitute a legal or equitable discharge of TLGIthe Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Foot Locker Inc)
Guaranty Unconditional. The Subject to Section 8.07, the obligations of TLGI each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, amendment, 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 Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, other Loan Document or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderGuaranteed Obligation;
(c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement, 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 Lender or any Affiliate of the Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations;
(de) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer 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;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to this Agreement, any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Borrower, or any other guarantor of the principal Guaranteed Obligations, of the Borrower of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance amount payable by the Borrower under this Agreement or any other Loan Document;
(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Guaranteed Obligation hereunder or under any rights of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyLender with respect thereto; or
(fh) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge or defense of TLGI's any Guarantor’s obligations hereunderunder this Article VIII.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any other Guarantor under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(bii) any modification or amendment of or supplement to this AgreementAgreement or any Note;
(iii) any release, impairment, non-perfection or invalidity of any Letter direct or indirect security for any obligation of Credit, the Collateral Trust Agreement, Borrower or any other Loan Document, or the termination of the Collateral Trust Guarantor under this Agreement or the release of any collateral pledged thereunderNote;
(civ) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Guarantor or their respective assetsassets or any resulting release or discharge of any obligation of the Borrower or any other Guarantor contained in this Agreement or any Note;
(dv) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank 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;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of or any other Obligation hereunder or Guarantor under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)
Guaranty Unconditional. The obligations of TLGI hereunder the Borrower Guarantors under the Borrower Guaranty shall be joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
, except for payment of Obligations and to the extent permitted by applicable Law (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Obligation or any Revolving Credit Advance under this Agreement or any Letter Loan Document by operation of Credit Law or the exchange, release or non-perfection of any collateral security therefor otherwise; (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(bii) any modification or amendment of or supplement to this AgreementAgreement or any Loan Document; (iii) any modification, amendment, waiver, release, non-perfection or invalidity of any Letter of Credit, the Collateral Trust Agreementdirect or indirect security, or of any guarantee or other Loan Documentliability of any third party, or the termination of the Collateral Trust Agreement or the release Obligations of any collateral pledged thereunder;
Borrower or any Subsidiary thereof with respect to which the Borrower Guaranty relates; (civ) any change in the corporate existence, structure structure, or ownership of the Borrower or any other Subsidiaryof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower Guarantor or its assets or any resulting release or discharge of any of the Borrower, Obligations of the Borrower Guarantors contained in this Agreement or any other Subsidiary or their respective assets;
Loan Document; (dv) the existence of any claim, set-off or other rights which TLGI any Borrower Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C LC Issuer or any other Person, whether or not arising in connection herewith with this Agreement or with any unrelated transactionsLoan Document; provided, PROVIDED however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (evi) any invalidity or unenforceability relating to or against the any Borrower or any Pledgor Subsidiary thereof for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Document, Document or any provision of applicable law Law or regulation purporting to prohibit the payment by any Borrower under this Agreement or any Loan Document; or (vii) to the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance extent permitted by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) applicable Law, any other act or omission to act or delay of any kind by the a Borrower, any other a Borrower Guarantor, the Administrative Agent, any Lenderthe Lenders, the L/C LC Issuer or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's obligations hereunderthe Borrower Guaranteed Obligations under this Section 15.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 10 hereof, the ---------------------- ---------- obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged other Subsidiary Guarantor under the Collateral Trust Credit Agreement), any Subsidiary Guaranty, any Note, or any other Credit Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Credit Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note or any other Credit Document;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiarySubsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor, or their respective assetsits assets or any resulting release or discharge of any obligation of the Borrower, or any other Subsidiary Guarantor;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Subsidiary Guarantor, the Agent, any Lender, the L/C Issuer Beneficiary 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;
(evi) any invalidity or unenforceability relating to or against the Borrower or Borrower, any Pledgor other Subsidiary Guarantors, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust 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 Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantySubsidiary Guarantor; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Subsidiary Guarantor, the Agent, any Lender, the L/C Issuer Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI hereunder the Borrower under this Article XIV shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any Borrowing Subsidiary under this Agreement any Loan Document by operation of law or any Letter of Credit otherwise or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)therefor;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any compromise, settlement, modification, amendment, waiver, release, non-perfection or invalidity of or to any direct or indirect security, guarantee or other liability of any third party, or Borrowing Subsidiary Obligations;
(d) any change in the corporate existence, structure structure, or ownership of the Borrower or any other Subsidiaryof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Borrowing Subsidiary or their respective assetsits assets or any resulting release or discharge of any Borrowing Subsidiary Obligations;
(de) the existence of any claim, set-off or other rights which TLGI the Borrower may have at any time against the Borrower, any other GuarantorBorrowing Subsidiary, the Agent, any Lender, the L/C Issuer Agent or any other Person, whether or not arising in connection herewith or with any unrelated transactionsthis Agreement , PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Borrowing Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any Borrowing Subsidiary of the principal of or interest on any Revolving Loan Borrowing Subsidiary Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorBorrowing Subsidiary, the Agent, any Lender, the L/C Issuer Agent or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the obligations hereunderof the Borrower under this Article XIV.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Enesco Group Inc)
Guaranty Unconditional. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other Guarantors of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Creditthe Notes, the Collateral Trust Agreement, Pledge Agreements or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, the Notes, the Pledge Agreements any Loan Document, or any obligations of any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI any Guarantor may have at any time against the Borrower, any other GuarantorGuarantors or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on the Notes or any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance other amount payable by the Borrower of under the Credit Agreement, the Notes, the Pledge Agreements or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe 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. The obligations of TLGI each Individual Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any other Obligor under this Agreement any Loan Document, by operation of law or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other Obligor under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryObligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Obligor or their respective assetsits assets or any resulting release or discharge of any obligation of any other Obligor contained in any Loan Document;
(de) the existence of any claim, set-off or other rights which TLGI such Individual Guarantor may have at any time against the Borrower, any other GuarantorObligor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED ; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Obligor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any other Obligor of the principal of or interest on any Revolving the Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the Borrowerany other Obligor, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's such Individual Guarantor’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. The obligations of TLGI hereunder Culligan under this Article XI shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any Borrowing Subsidiary under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrowing Subsidiary under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, Borrowing Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Borrowing Subsidiary or their respective assetssuch Borrowing Subsidiary's assets or any resulting release or discharge of any obligation of any Borrowing Subsidiary contained in this Agreement or any Note;
(de) the existence of any claim, set-off or other rights right which TLGI Culligan may have at any time against the Borrower, any other GuarantorBorrowing Subsidiary, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactionstransaction, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Borrowing Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any Borrowing Subsidiary of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance amount payable by any Guarantor of any of its obligations Borrowing Subsidiary under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorBorrowing Subsidiary, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGICulligan's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Short Term Credit Agreement (Culligan Water Technologies Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of TLGI each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extensionextensions, renewalrenewals, settlementsettlements, compromisecompromises, waiver waivers or release releases in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement or any other Loan Document;
(iii) any releases, nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Letter of CreditNote, the Collateral Trust Agreement, or any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Agent, any Lender or any Affiliate of any Lender with respect to any collateral pledged thereundersecuring all or any part of the Guaranteed Obligations;
(civ) any change in the corporate existence, structure or ownership of the Borrower Principal or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Principal, or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Subsidiary Guarantors may have at any time against the BorrowerPrincipal, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower Principal, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Principal, or any other guarantor of the principal Guaranteed Obligations, of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance amount payable by the Borrower of Principal under the Credit Agreement or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 2.03, the obligations of TLGI hereunder each Guarantor under this Article II shall be joint and several, unconditional and absolute and, without limiting the generality of the foregoing, 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:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement any Loan Document, by operation of law or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or other liability of any third party, for any obligation of the Borrower under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or any other Subsidiary of its assets or their respective assetsany release or discharge of any obligation of the Borrower contained in any Loan Document;
(de) the existence of any claim, set-off or other rights which TLGI a Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether or not arising in connection herewith or with any unrelated transactions, PROVIDED Loan Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on accrued thereon or any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance other amount payable by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the obligations hereunderof any Guarantor under this Article II.
Appears in 1 contract
Sources: Guaranty (Reschke Michael W)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of TLGI the Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver 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 Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(b) any modification or amendment of or supplement to this or restatement of the Credit Agreement, any Letter Note, any Rate Management Transaction or any other Loan Document;
(c) any release, nonperfection or invalidity of Credit, any direct or indirect security for any obligation of the Collateral Trust Borrowers under the Credit Agreement, or any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations or the release of any collateral pledged thereunderRate Management Transactions;
(cd) any change in the corporate existence, structure or ownership of the any Borrower or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of any Borrower, or any other guarantor of any of the Guaranteed Obligations or the Rate Management Transactions;
(de) the existence of any claim, set-off setoff or other rights which TLGI the Subsidiary Guarantor may have at any time against the any Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer 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;
(ef) any invalidity or unenforceability relating to or against the Borrower any Borrower, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreementany Rate Management Transaction, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower, or any other guarantor of the Borrower Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of Borrowers under the Credit Agreement, any Note, any Rate Management Transaction or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Lessee under this Agreement any Operative Document, by operation of law or otherwise or any Letter of Credit or the exchange, release or non-perfection obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Operative Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Lessee under any Operative Document;
(iv) any change in the corporate existence, structure or ownership of the Borrower Lessee or corporate structure or ownership of any other Guarantor or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerLessee, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Lessee, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off recoupment, setoff or other rights which TLGI the Guarantors may have at any time against the BorrowerLessee, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lessor or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2, constitute a legal or equitable discharge of TLGI's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
: (a) any change in the amount or purpose of or the time, manner, method, or place of payment or performance of any of the Obligations or any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter other Person under any Loan Document, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
otherwise; (b) any modification modification, extension, renewal or amendment of or supplement to this Agreementany Loan Document or any of the Obligations or any execution or delivery of any additional Loan Documents; (c) any release, impairment, non-perfection or invalidity of any Letter direct or indirect security for any obligation of Credit, the Collateral Trust Agreement, Borrower or any other Person under any Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
; (cd) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryPerson or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or any other Subsidiary Person or any of their respective assets;
assets or any resulting release or discharge of any obligation (dincluding any of the Obligations) of the Borrower or any other Person under any Loan Document; (e) the existence of any claim, set-off off, defense, counterclaim, withholding or other rights which TLGI right that the Guarantor or the Borrower may have at any time against any Person (including the Borrower, any other Guarantor, Administrative Agent and the Agent, any Lender, the L/C Issuer or any other PersonLenders), whether in connection herewith with the Loan Documents or with any unrelated transactions, PROVIDED ; provided that nothing herein shall prevent the assertion of any such claim or defense by separate suit or compulsory counterclaim;
; (ef) any avoidance, subordination, invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Person for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Obligation or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person Person, or the Borrower denies that it has any other circumstance whatsoever which mightor further liability or obligation under any Loan Document, but for the provisions or purports to revoke, terminate or rescind any Obligation or provision of this SECTION 5.2, constitute a legal or equitable discharge of TLGI's obligations hereunder.any Loan Document; 44
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI hereunder each Guarantor as a guarantor under this SECTION 14 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Borrowers or of any other guarantor under this Agreement or any Letter other Loan Document or by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the BorrowerBorrowers, any other Subsidiary guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of the Borrowers or of any other guarantor contained in any Loan Document;
(d) the existence of any claim, set-off or other rights which TLGI that the Borrowers or any other guarantor may have at any time against the BorrowerAgents, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether or not arising 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 counterclaimherewith;
(e) 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 Borrower Borrowers or any Pledgor Subsidiary other guarantor for any reason of any provision this Agreement or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Borrowers or any other guarantor of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocuments; or
(fh) any other act or omission to act or delay of any kind by the BorrowerAgents, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the obligations hereunderof any Guarantor under this SECTION 14.
Appears in 1 contract
Guaranty Unconditional. The Guarantor agrees that the obligations of TLGI the Guarantor hereunder 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, shall not be releasedand Guarantor waives its right to prior notice, discharged or otherwise affected by:
of the happening from time to time of any of the following: (a) extensions (whether or not material) of the time for performance of all or any extensionportion 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, renewaldelay or lack of diligence on the part of the Company, settlementor any other Person to enforce, compromiseassert or exercise any right, waiver privilege, power or release in respect remedy conferred on the Company or any other Person under the Merger or at law, or any action on the part of the Company or such other Person granting indulgence or extension of any obligation of kind; (d) the Borrower under this Agreement settlement or any Letter of Credit or the exchange, release or non-perfection compromise of any collateral security therefor Guaranteed Obligations; (e) a change of status, composition, structure or name of Parent or Merger Sub, including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) any modification or amendment by reason of or supplement to this Agreementbankruptcy, any Letter of Creditliquidation, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any 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 Borrower, any other Subsidiary Parent or Merger Sub or their respective assets;
assets or any resulting release or discharge of any of Parent or Merger Sub’s or any other party's obligations pursuant to the Merger Agreement; and (df) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against Parent, Merger Sub or the BorrowerCompany, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit 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 compulsory counterclaim;
(eindirectly) any invalidity or unenforceability relating to or against shall affect the Borrower or any Pledgor Subsidiary for any reason obligations of any provision or all of the Guarantor under this Agreement, the Collateral Trust Agreement, or any other Loan Document, or Guaranty. Notwithstanding any provision of applicable law or regulation purporting this Guaranty to prohibit the payment by contrary, the Borrower of the principal of or interest on Guarantor shall be entitled to assert as a defense to any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the claim for payment or performance by the Borrower of any other Obligation hereunder Guaranteed Obligations that (i) such Guaranteed Obligations are not currently due and payable, (ii) such Guaranteed Obligations have been paid or under any of performed in full or (iii) the other Loan Documents Company (prior to the Effective Time) or the payment relevant Third Party Beneficiary (as defined below) shall have expressly released its rights to such Guaranteed Obligations in connection with a settlement or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2, constitute a legal or equitable discharge of TLGI's obligations hereundercompromise thereof.
Appears in 1 contract
Sources: Merger Agreement
Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of TLGI each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver 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 Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(b) any modification or amendment of or supplement to this the Credit Agreement, any Letter Note or any other Loan Document;
(c) any release, nonperfection or invalidity of Credit, any direct or indirect security for any obligation of the Collateral Trust Principal under the Credit Agreement, or any Note, any Collateral Document, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral pledged thereundersecuring all or any part of the Guaranteed Obligations;
(cd) any change in the corporate existence, structure or ownership of the Borrower Principal or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Principal, or any other guarantor of any of the Guaranteed Obligations;
(de) the existence of any claim, set-off setoff or other rights which TLGI the Subsidiary Guarantors may have at any time against the BorrowerPrincipal, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer 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;
(ef) any invalidity or unenforceability relating to or against the Borrower Principal, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreement, or any Note on any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of Principal under the Credit Agreement, any Note or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (NVR Inc)
Guaranty Unconditional. The obligations of TLGI hereunder the U.S. Borrower under this Section shall be absolute, unconditional and absolute irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the either Canadian Borrower under this Agreement or any Letter promissory note issued hereunder, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderpromissory note issued hereunder;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of either Canadian Borrower under this Agreement or any promissory note issued hereunder;
(d) any change in the corporate existence, structure or ownership of the either Canadian Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the either Canadian Borrower or either Canadian Borrower, ’s assets or any other Subsidiary resulting release or their respective assetsdischarge of any obligation of either Canadian Borrower contained in this Agreement or any promissory note issued hereunder;
(de) the existence of any claim, set-off or other rights right which TLGI the U.S. Borrower may have at any time against the either Canadian Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the either Canadian Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Documentpromissory note issued hereunder, or any provision of applicable law or regulation purporting to prohibit the payment by the either Canadian Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan promissory note issued hereunder or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by either Canadian Borrower under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the either Canadian Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's either Canadian Borrower’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of TLGI Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver 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 Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(b) any modification or amendment of or supplement to this the Loan Agreement, the Notes or any Letter other Loan Document;
(c) any release, nonperfection or invalidity of Creditany direct or indirect security for any obligation of Borrower under the Loan Agreement, the Collateral Trust AgreementNotes, or any other Loan Document, or the termination any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by Lender with respect to any Collateral Trust Agreement securing all or any part of the release of any collateral pledged thereunderGuaranteed Obligations;
(cd) any change in the corporate existence, structure structure, name or ownership of the Borrower or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of Borrower, or any other guarantor of any of the Guaranteed Obligations;
(de) the existence of any claim, set-off setoff or other rights which TLGI Guarantor may have at any time against the Borrower, any other Guarantor, guarantor of any of the AgentGuaranteed Obligations, any Lender, the L/C Issuer Lender or any other Personparty, 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;
(ef) any invalidity or unenforceability relating to or against the Borrower Borrower, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Loan Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower, or any other guarantor of the Borrower Guaranteed Obligations, of the principal of or interest on any Revolving Loan the Notes or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder amount payable by Borrower under the Loan Agreement, the Notes, or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person party or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Guaranty (Baron Energy Inc.)
Guaranty Unconditional. The obligations Obligations of TLGI each Guarantor hereunder shall be joint and several, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged other Guarantor under the Collateral Trust Agreement)Loan Documents, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation of the Borrower or any other Guarantor under the Loan Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Guarantor or their respective assetsassets or any resulting release or discharge of any Obligation of the Borrower or any other Guarantor contained in the Loan Documents;
(de) the existence of any claim, set-off or other rights which TLGI that the Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of or any other Obligation hereunder or Guarantor under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocuments; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph (g), constitute a legal or equitable discharge of TLGIthe Guarantor's obligations Obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI OSG hereunder shall be unconditional unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower OSG Bulk or OSG International under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(bii) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(ciii) any release, non-perfection or invalidity of any direct or indirect security for any obligation of OSG Bulk or OSG International under this Agreement or any Note;
(iv) any change in the corporate existence, structure or ownership of the Borrower OSG Bulk or any other SubsidiaryOSG International, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary OSG Bulk or OSG International or their respective assetsassets or any resulting release or discharge of any obligation of OSG Bulk or OSG International contained in this Agreement or any Note;
(dv) the existence of any claim, set-off or other rights which TLGI OSG may have at any time against the BorrowerOSG Bulk, OSG International, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactionstransaction, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower OSG Bulk or any Pledgor Subsidiary OSG International for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower OSG Bulk or OSG International of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder amount payable by OSG Bulk or OSG International under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fvii) any other act or omission to act or delay of any kind by the BorrowerOSG Bulk or OSG International, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIOSG's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 10 hereof, ---------------------- ---------- the obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged other Subsidiary Guarantor under the Collateral Trust Credit Agreement), any Subsidiary Guaranty, any Note, or any other Credit Document, by operation of law or otherwise;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Credit Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Subsidiary Guarantor under the Credit Agreement, any Subsidiary Guaranty, any Note or any other Credit Document;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiarySubsidiary Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor, or their respective assetsits assets or any resulting release or discharge of any obligation of the Borrower, or any other Subsidiary Guarantor;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Subsidiary Guarantor, the Agent, any Lender, the L/C Issuer Beneficiary 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;
(evi) any invalidity or unenforceability relating to or against the Borrower or Borrower, any Pledgor other Subsidiary Guarantors, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust 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 Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantySubsidiary Guarantor; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Subsidiary Guarantor, the Agent, any Lender, the L/C Issuer Beneficiary or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or corporate structure or ownership of any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or 156 any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by any Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents;
(vii) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fviii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or corporate structure or ownership of any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations, 119 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI each Guarantor ---------------------- hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower or any other Guarantor under this Agreement Agreement, or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Guarantor or their respective assetsassets or any resulting release or discharge of any obligation of the Borrower or any other Guarantor contained in this Agreement or any Note;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion -------- ---- of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of or any other Obligation hereunder or Guarantor under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Term Loan Agreement (Policy Management Systems Corp)
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than the Borrower Guarantor) under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower (other than the Guarantor) under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of any Borrower (other than the Borrower or any other SubsidiaryGuarantor), or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower (other than the Guarantor) or such Borrower, 's respective assets or any resulting release or discharge of any obligation of any Borrower (other Subsidiary than the Guarantor) contained in this Agreement or their respective assetsany Note;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the any other Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Personcorporation or person, whether in connection herewith or with any unrelated transactionstransaction, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against any Borrower (other than the Borrower or any Pledgor Subsidiary Guarantor) for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by any Borrower (other than the Borrower Guarantor) of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance amount payable by any Guarantor of any of its obligations Borrower (other than the Guarantor) under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Pentair Inc)
Guaranty Unconditional. The obligations of TLGI the Company hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement any Borrower, any Subsidiary Guarantor or any Letter other Person under any Loan Document or by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower, any Subsidiary Guarantor or any other Person under any Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower any Borrower, any Subsidiary Guarantor or any other Subsidiary, Person or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any Subsidiary Guarantor or any other Person or its assets or any resulting release or discharge of any obligation of any Borrower, any Subsidiary Guarantor or their respective assetsany other Person contained in any Loan Document;
(de) the existence of any claim, set-off or other rights which TLGI the Company may have at any time against the any Borrower, any other Subsidiary Guarantor, the Administrative Agent, any Lender, the L/C Issuer 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;
(ef) any invalidity or unenforceability relating to or against the Borrower any Borrower, any Subsidiary Guarantor or any Pledgor Subsidiary other Person for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the any Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the any Borrower, any other Subsidiary Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe 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. The Subject to Section 9 hereof, the obligations of TLGI each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver 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 Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(b) any modification or amendment of or supplement to this or restatement of the Credit Agreement, any Letter Note, any Rate Management Transaction or any other Loan Document;
(c) any release, nonperfection or invalidity of Credit, any direct or indirect security for any obligation of the Collateral Trust Principals under the Credit Agreement, or any Note, any Security Instrument, any Rate Management Transaction, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations or the release of any collateral pledged thereunderRate Management Transactions;
(cd) any change in the corporate existence, structure or ownership of the Borrower any Principal or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowerany Principal, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of any Principal, or any other guarantor of any of the Guaranteed Obligations or the Rate Management Transactions;
(de) the existence of any claim, set-off setoff or other rights which TLGI the Subsidiary Guarantors may have at any time against the Borrowerany Principal, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer 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;
(ef) any invalidity or unenforceability relating to or against the Borrower any Principal, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreementany Rate Management Transaction, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any Principal, or any other guarantor of the Borrower Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of Principals under the Credit Agreement, any Note, any Rate Management Transaction or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the Borrowerany Principal, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security, if any, for any obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Gables Realty Limited Partnership)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of TLGI each of the Subsidiary Guarantors hereunder shall shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of Credit, any direct or indirect security for any obligation of the Collateral Trust Parent or the US Borrower under the Credit Agreement, or any Note, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral pledged thereundersecuring all or any part of the Guaranteed Obligations;
(civ) any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other Subsidiaryguarantor 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 Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits 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;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower Parent or the US Borrower, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation any other amount payable by the Parent or the payment US Borrower under the Credit Agreement, any Note, or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Issuer, the Swing Line Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI hereunder the Company under this Article XI shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of either Borrower (other than any express written settlement, compromise, waiver or release in favor the Borrower Company in its capacity as a guarantor under this Article XI) under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(bii) any modification or amendment of or supplement to this Agreement, any Letter of Credit, Agreement (other than this Article XI and the Collateral Trust Agreement, defined terms used herein) or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(ciii) any release, impairment, non‑perfection or invalidity of any direct or indirect security for any obligation of B&S AG under this Agreement or any Note;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryeither Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, B&S AG or its assets or any other Subsidiary resulting release or their respective assetsdischarge of any obligation of B&S AG contained in this Agreement or any Note;
(dv) the existence of any claim, set-off set‑off or other rights which TLGI the Company may have at any time against the Borrower, any other GuarantorB&S AG, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactionstransaction, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary B&S AG for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, 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 Borrower B&S AG of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by B&S AG under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorB&S AG, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Company’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Guaranty Unconditional. The Guarantor agrees that the obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(a) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of FLAG under any of the Borrower under this Agreement Agreements, by operation of law or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) 2.3.2 any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement Agreements;
2.3.3 any release, impairment, non-perfection or the release invalidity of any collateral pledged thereunderdirect or indirect security for any obligation of FLAG under any of the Agreements;
(c) 2.3.4 any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryFLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting FLAG or its assets or any resulting release or discharge of any obligation of FLAG contained in any of the Borrower, any other Subsidiary or their respective assetsAgreements;
(d) 2.3.5 the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the BorrowerLevel 3, any other GuarantorFLAG, the Agent, any Lender, the L/C Issuer or any other Personcorporation or person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimsuit;
(e) 2.3.6 any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary FLAG, for any reason reason, of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentAgreements, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower FLAG of any other Obligation hereunder or amount payable by FLAG under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyAgreements; or
(f) 2.3.7 any other act or omission to act or delay of any kind by the BorrowerLevel 3, any other GuarantorFLAG, the Agent, any Lender, the L/C Issuer or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIor 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. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, the Notes, the Pledge Agreements or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other Guarantors of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Creditthe Notes, the Collateral Trust Agreement, Pledge Agreements or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, the Notes, the Security Documents any Loan Document, or any obligations of any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI any Guarantor may have at any time against the Borrower, any other GuarantorGuarantors or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on the Notes or any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance other amount payable by the Borrower of under the Credit Agreement, the Notes, the Security Documents or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI'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. The Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Guaranteed Agreements, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), nor any determination of lack of enforceability thereof, shall discharge all or any part of the liabilities and obligations of TLGI 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 such Guarantor hereunder shall be are absolute, unconditional and absolute and, without irrevocable under any and all circumstances. Without limiting the generality of the foregoing, such Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, such Guarantor's undertakings hereunder shall not be released, discharged in whole or otherwise affected by:
(a) any extensionin part, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary or their respective assets;
(d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer 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;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act action or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever thing which might, but for the provisions this paragraph of this SECTION 5.2Guaranty, constitute be deemed a legal or equitable discharge of TLGI's obligations a surety or guarantor, or by reason of any 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. The obligations of TLGI the Guarantor ---------------------- hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, any Term Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementTerm Note, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security, if any, for any obligation of the Borrower under the Credit Agreement, any Term Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any Guarantor or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Term Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Credit Agreement, the Term Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute absolute, except as expressly limited by Section 3, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Principal under this Agreement the Credit Agreement, any Note, any other Limited Guaranty or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other Guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of CreditNote, the Collateral Trust Agreement, any other Limited Guaranty or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Note, any other Limited Guaranty, any Loan Document, or any obligations of any other Guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower Principal or any other SubsidiaryGuarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Principal, or any other Guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantor may have at any time against the BorrowerPrincipal, any other GuarantorGuarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementPrincipal, 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 Borrower Principal, or any other Guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of Principal under the Credit Agreement, the Notes, any other Obligation hereunder Limited Guaranty, or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other GuarantorGuarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 8.11, the obligations of TLGI hereunder the Guarantors under this Article X shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any 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 Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, Agreement (other than this Article X and the Collateral Trust Agreement, defined terms used herein) or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or such Borrower, ’s assets or any other Subsidiary resulting release or their respective assetsdischarge of any obligation of any Borrower contained in this Agreement or any Note;
(de) the existence of any claim, set-off or other rights which TLGI either Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactionstransaction, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the any Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan DocumentNote, or any provision of applicable law Law or regulation purporting to prohibit the payment by the any Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance amount payable by any Guarantor of any of its obligations Borrower under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's either Guarantor’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Pentair LTD)
Guaranty Unconditional. The Guarantor agrees that it is liable hereunder as a principal debtor by way of indemnity and not merely as surety and that the obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(a) 2.3.1 any extension, renewal, settlement, compromise, waiver or release in respect of any payment obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged FLAG under the Collateral Trust Agreement)Contract, by operation of law or otherwise;
(b) 2.3.2 any modification or amendment of or supplement to this Agreementthe Contract;
2.3.3 any release, any Letter of Creditimpairment, the Collateral Trust Agreement, non-perfection or any other Loan Document, or the termination of the Collateral Trust Agreement or the release invalidity of any collateral pledged thereunderdirect or indirect security for any payment obligation of FLAG under the Contract;
(c) 2.3.4 any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryFLAG, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting FLAG or its assets or any resulting release or discharge of any obligation of FLAG contained in the Borrower, any other Subsidiary or their respective assetsContract;
(d) 2.3.5 the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the BorrowerASN, any other GuarantorFLAG, the Agent, any Lender, the L/C Issuer or any other Personcorporation or person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimsuit;
(e) 2.3.6 any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary FLAG, for any reason reason, of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentContract, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower FLAG of any other Obligation hereunder or amount payable by FLAG under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyContract; or
(f) 2.3.7 any other act or omission to act or delay of any kind by the BorrowerASN, any other GuarantorFLAG, the Agent, any Lender, the L/C Issuer or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIor 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. The obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by, and the Guarantor, to the maximum extent permitted by applicable law, hereby waives any defense to any of its obligations hereunder that might otherwise be available to it on account of:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter other guarantor under any Financing Document, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(bii) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Financing Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guarantee or any liability of any third party, for any obligation of the Borrower under any Financing Document;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryguarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or any other Subsidiary guarantor or their respective assetsany of its assets or any release or discharge of any obligation of the Borrower or any other guarantor contained in any Financing Document;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other PersonAffiliate, whether or not arising in connection herewith or with any unrelated transactions, PROVIDED Financing Document; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other guarantor of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; orGuaranteed Indebtedness;
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Bank or any other Person Affiliate or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder;
(viii) the absence of any attempt to collect any of the Guaranteed Indebtedness from the Borrower or from any other guarantor or any other action to enforce the same or the election of any remedy by the Bank or any Affiliate; or
(ix) any suretyship laws of the State of North Carolina.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI hereunder the Borrower under this Article shall be unconditional and absolute and, without limiting the generality of the foregoing, foregoing shall not be released, discharged or otherwise affected byby the occurrence, one or more times, of any of the following:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of to the Borrower Guaranteed Obligations under this Agreement any agreement or any Letter instrument, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of CreditNote, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement any agreement or the release of instrument evidencing or relating to any collateral pledged thereunderBorrower Guaranteed Obligation;
(c) any release, non-perfection or invalidity of any direct or indirect security for the Borrower Guaranteed Obligations under any agreement or instrument evidencing or relating to any Borrower Guaranteed Obligations;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or any other Subsidiary of its Subsidiaries or their respective assetsassets or any resulting release or discharge of any obligation of the Borrower or any of its Subsidiaries contained in any agreement or instrument evidencing or relating to any of the Borrower Guaranteed Obligations;
(de) the existence of any claim, set-off or other rights which TLGI the Borrower may have at any time against the Borrower, any other Guarantorof its Subsidiaries, the Administrative Agent, any Lender, the L/C Issuer any Affiliate of 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;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Person for any reason of any provision agreement or all instrument evidencing or relating to any of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentBorrower Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower any Person of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyBorrower Guaranteed Obligations; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorPerson, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2Article, constitute a legal or equitable discharge of TLGI'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. The obligations of TLGI hereunder the Parent under this Article X shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Borrower (other than any express written settlement, compromise, waiver or release in favor of the Borrower Parent in its capacity as a guarantor under this Article X) under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, Agreement (other than this Article X and the Collateral Trust Agreement, defined terms used herein) or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower or such Borrower, ’s assets or any other Subsidiary resulting release or their respective assetsdischarge of any obligation of any Borrower contained in this Agreement or any Note;
(de) the existence of any claim, set-off or other rights which TLGI the Parent may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactionstransaction, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the any Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan DocumentNote, or any provision of applicable law Law or regulation purporting to prohibit the payment by the any Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance amount payable by any Guarantor of any of its obligations Borrower under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Parent’s obligations as guarantor hereunder; it being understood that the foregoing shall not permit any action by the Administrative Agent or any Lender that is not otherwise permitted by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Pentair Inc)
Guaranty Unconditional. The obligations of TLGI hereunder each Guarantor under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Borrower under this Agreement or any Letter other Loan Document, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any Obligation of the Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower Borrower, any Guarantor or any other SubsidiaryNN Italy, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, any other Subsidiary Guarantor, NN Italy or any of their respective assets, or any resulting release or discharge of any Obligation of the Borrower under this Agreement or any other Loan Document;
(de) the existence of any claim, set-off or other rights which TLGI may have right that any Guarantor or NN Italy at any time may have against the Borrower, any other Guarantor, the AgentAgents, any Lender, the L/C Issuer Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or with any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of the whole or any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Document, Document or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents Obligation, or the payment or performance by any Guarantor the Borrower of any of its obligations other amount payable by it under this Agreement or any Guarantyother Loan Document; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the AgentAgents, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this SECTION 5.2, Section 5.4 constitute a legal or equitable discharge of TLGI's the obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. The obligations of TLGI hereunder the Company under this Section 10 shall be absolute, unconditional and absolute irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Canadian Borrower under this Agreement or any Letter other Loan Document, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any release, impairment, non-perfection or invalidity of any other guaranty or of any direct or indirect security for any obligation of the Canadian Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Canadian Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Canadian Borrower or the Canadian Borrower, ’s assets or any resulting release or discharge of any obligation of the Canadian Borrower contained in this Agreement or any other Subsidiary or their respective assetsLoan Document;
(de) the existence of any claim, set-off or other rights right which TLGI the Company may have at any time against the Canadian Borrower, any other Guarantor, the either Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactionstransaction, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Canadian Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Document, or any provision of applicable law or regulation Applicable Law purporting to prohibit the payment by the Canadian Borrower of the principal of or interest on any Revolving other Loan Document or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Canadian Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the Canadian Borrower, any other Guarantor, the either Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Company’s obligations as guarantor hereunder.
Appears in 1 contract
Sources: Credit Agreement (Smith a O Corp)
Guaranty Unconditional. The Subject to Section 16.6, the obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement, any Letter Note or any other Loan Document;
(iii) any release, nonperfection or invalidity of Credit, any direct or indirect security for any obligation of the Collateral Trust Borrower under this Agreement, or any Note, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Agent, any Lender or any Affiliate of any collateral pledged thereunderLender with respect to any Collateral securing all or any part of the Guaranteed Obligations;
(civ) except to the extent permitted under Section 6.23 hereof, any change in the corporate existence, structure or ownership of the Borrower Borrower, any Guarantor or any other Subsidiary, guarantor of any of the Guaranteed Obligations or any insolvency, bankruptcy, reorganization resulting release or other similar proceeding affecting discharge of any obligation of the Borrower, any Guarantor or any other Subsidiary or their respective assetsguarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff, recoupment or other rights which TLGI any Guarantor may have at any time against the Borrower, any Guarantor, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower Borrower, any Guarantor or any Pledgor Subsidiary other guarantor of any of the Obligations, for any reason of any provision or all of related to this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Borrower, any Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under this Agreement, any Note or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any Guarantor, any other Guarantorguarantor of the Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany 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. The Subject to Section 9 hereof, the obligations of TLGI each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of Credit, any direct or indirect security for any obligation of the Collateral Trust Principal under the Credit Agreement, or any Note, any Rate Management Transaction, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral pledged thereundersecuring all or any part of the Guaranteed Obligations;
(civ) any change in the corporate existence, structure or ownership of the Borrower Principal, any other Subsidiary Guarantor, or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, any other Subsidiary Guarantor, or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Principal, or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Subsidiary Guarantors may have at any time against the BorrowerPrincipal, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower Principal, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreementany Rate Management Transaction, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of Principal under the Credit Agreement, any Note, any Rate Management Transaction or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Clarcor Inc)
Guaranty Unconditional. (a) Each Guarantor agrees that, to the maximum extent permitted by applicable law, the Guaranteed Obligations and the Loan Documents to which any Borrower is a party may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by such Guarantor, and that such Guarantor shall remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any of the Guaranteed Obligations or such Loan Documents or any repayment and reborrowing of Loans under the Credit Agreement. The obligations of TLGI hereunder shall be the Guarantors under this Guaranty are absolute and unconditional and absolute and, without limiting the generality of the foregoing, to the maximum extent permitted by applicable law, the obligations of each Guarantor under this Guaranty shall not be released, discharged discharged, diminished, impaired, reduced or otherwise affected byby the occurrence of any or all of the following:
(ai) any extensionmodification, amendment, supplement, renewal, settlementextension for any period, compromiseincrease, waiver decrease, alteration or release in respect rearrangement of all or any obligation part of the Borrower under this Guaranteed Obligations, or of the Credit Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, Document or any other document or agreement executed in connection with the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderGuaranteed Obligations;
(cii) any change in the corporate existenceadjustment, structure indulgence, forbearance or ownership of the compromise that might be granted or given by any Guaranteed Party to any Guarantor, any Borrower or any other Subsidiary, or any Person liable on the Guaranteed Obligations;
(iii) the insolvency, bankruptcy, reorganization arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Guarantor, any Borrower or any other similar proceeding affecting Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution or winding up of any Guarantor or any Borrower, or any other Subsidiary sale, lease or their respective assetstransfer of any or all of the assets of any Guarantor or any Borrower, or any changes in the shareholders of any Guarantor or any Borrower, or any reorganization of any Guarantor or any Borrower;
(div) the existence invalidity, illegality or unenforceability of all or any claimpart of the Guaranteed Obligations, set-off or other rights which TLGI may have at any time against of the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Credit Agreement or any other Person, whether Loan Document or any other document or agreement executed in connection herewith or with any unrelated transactionsthe Guaranteed Obligations, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason whatsoever, including the fact that (A) the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, (B) the act of creating the Guaranteed Obligations, or any part thereof, is ultra ▇▇▇▇▇, (C) the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations, or any part thereof, violate applicable usury laws, (E) any Guarantor or any Borrower 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 any Guarantor or any Borrower, (F) the performance or repayment of the Guaranteed Obligations (or execution, delivery and performance of any provision document or all instrument representing any part of this the Guaranteed Obligations or executed in connection with any of the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) the Credit Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision other document or instrument pertaining to any of applicable law the Guaranteed Obligations has been forged or regulation purporting otherwise is irregular or not genuine or authentic;
(v) any full or partial release of the liability of any Guarantor or any Borrower on the Guaranteed Obligations or any part thereof, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to prohibit pay, perform, guarantee, or assure the payment by the Borrower of the principal of Guaranteed Obligations or interest on any Revolving Loan part thereof; it being recognized, acknowledged, and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower support of any other Obligation hereunder Person, and that such Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or under agreement that any other Person (including, for the avoidance of doubt, any other Guarantor) shall be liable to perform the Guaranteed Obligations or that any Guaranteed Party shall look to any other Person to perform the Guaranteed Obligations;
(vi) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations;
(vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations;
(viii) the failure of any Guaranteed Party or any other Loan Documents 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;
(ix) 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 each Guarantor that such Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any collateral for the Guaranteed Obligations;
(x) any payment by any Borrower or any Guarantor to any Guaranteed Party being held to constitute a preference under bankruptcy or insolvency laws, or for any other reason any Guaranteed Party being required to refund such payment or performance by pay over any amount to any Borrower, any Guarantor of or any of its obligations under any Guarantyother Person; or
(fxi) any other act action taken or omission omitted to act or delay of any kind by be taken with respect to the BorrowerCredit Agreement, this Guaranty, any other Loan Document, the Guaranteed Obligations, or any collateral therefor, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor shall be required to pay the Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations after the termination of all of the Commitments.
(b) Each Guarantor further agrees that, to the fullest extent permitted by law, as between such Guarantor, on the Agentone hand, and the Guaranteed Parties, on the other hand, (i) the maturity of the Obligations may be accelerated as provided in the Credit Agreement for the purposes of this Guaranty, notwithstanding any Lenderstay, injunction or other prohibition preventing the acceleration of the Obligations as against any Borrower, and (ii) in the event of any acceleration (whether by declaration or automatic) of the Obligations as provided in the Credit Agreement, the L/C Issuer or any other Person or any other circumstance whatsoever which might, but Obligations shall forthwith become due and payable by such Guarantor for the provisions purpose of this SECTION 5.2, constitute a legal or equitable discharge of TLGI's obligations hereunderGuaranty.
Appears in 1 contract
Sources: Guaranty Agreement (Weatherford International Ltd./Switzerland)
Guaranty Unconditional. The obligations of TLGI hereunder the Guarantor under the Parent Guaranty shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Issuer under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the Borrower Original Issuer or any other Subsidiarythe Issuer, or any insolvency, bankruptcy, reorganization reorganization, “concordata” or other similar proceeding affecting the Borrower, Original Issuer or the Issuer or its respective assets or any other Subsidiary resulting release or their respective assetsdischarge of any obligation of the Original Issuer or the Issuer contained in this Agreement or any Note;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the BorrowerIssuer, any other Guarantor, the Agent, any Lender, the L/C Issuer Purchaser or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower Original Issuer or any Pledgor Subsidiary the Issuer for any reason of this Agreement or any provision or all of this Agreement, the Collateral Trust Agreement, Note or any other Loan Financing Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuer of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the BorrowerIssuer, the Original Issuer, any other Guarantor, the Agent, any Lender, the L/C Issuer Purchaser or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2Section 9.02, constitute a legal or equitable discharge of TLGI's the Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Note Purchase Facility Agreement (Tele Norte Leste Participacoes Sa)
Guaranty Unconditional. This Guaranty is a guaranty of payment and not of collection, and the Guaranteed Party shall not be required to exhaust any right or remedy or take any action against Buyer or any other Person or any collateral (if any). The obligations obligation of TLGI the Guarantor hereunder shall be is continuing, absolute and unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary or their respective assets;
(d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer 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;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Buyer or any other Guarantor of any Guaranteed Obligation;
(b) any amendment, restatement, supplement, or other modification or waiver of the principal Securities Transfer Agreement or other related agreement or instrument;
(i) any extension, renewal, settlement, compromise, alteration, waiver or release in respect of any Guaranteed Obligation or interest on any Revolving Loan obligation under this Guaranty and/or with respect to the Buyer or Swing Line Loan any other Guarantor (whether by operation of law, settlement or Reimbursement other agreement or otherwise), or (ii) any assignment of any Guaranteed Obligation by the Guaranteed Party (but only to the extent such assignment is made in accordance with the terms of the Securities Transfer Agreement);
(d) any application, release, impairment, non-perfection or invalidity of any collateral (if any);
(e) any change in the organizational existence, structure or ownership of, or any merger or consolidation with respect to Buyer, the Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting Buyer, the Guarantor or any other Person or their respective assets or any resulting release or discharge of any Guaranteed Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any obligations of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; orhereunder;
(f) the existence of any defense (other than a defense of indefeasible payment in full in cash of the Guaranteed Obligations), set-off, claim, counterclaim or other rights or dispute that the Guarantor or Buyer may have at any time against any Person, whether in connection herewith, the Securities Transfer Agreement or otherwise;
(g) Any subordination of the Guaranteed Obligations or any other subordination arrangements relating to the Securities Transfer Agreement;
(h) Any avoidance of any obligation or payment under Securities Transfer Agreement (whether by reason of fraudulent conveyance or otherwise);
(i) Any full or partial release, discharge, settlement or compromise with respect to Buyer or any other Guarantor (and whether such release, discharge, settlement or compromise is by operation of law, by settlement agreement or otherwise);
(j) any other act or omission failure to act or delay of any kind by the BorrowerBuyer, any other Guarantor, the Agent, any Lender, the L/C Issuer Guaranteed Party or any other Person or Person; or
(k) any other event or circumstance (including without limitation any that varies the risk of the Guarantor) whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge or reduction of TLGI's the Guaranteed Obligations or the obligations of the Guarantor hereunder, including all defenses of a surety (except the defense of indefeasible payment in full in cash of the Guaranteed Obligations).
Appears in 1 contract
Sources: Guaranty (Franchise Brands, LLC)
Guaranty Unconditional. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:: 134 140
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Amended and Restated Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Amended and Restated Credit Agreement, any Note, any Loan Document, or any obligations of any other Guarantor or guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any other Subsidiaryof the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrower or any of the Guarantors, or any other Subsidiary of their assets or their respective assetsany resulting release or discharge of any obligation of the Borrower or any of the Guarantors;
(dv) the existence of any claim, set-off setoff or other rights which TLGI any of the Guarantors may have at any time against the Borrower, any other Guarantorthe Administrative Agent, the Syndication Agent, the Documentation Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this related to the Amended and Restated Credit Agreement, the Collateral Trust Agreementany other Loan Document, or any other Loan Documentguaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Amended and Restated Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorthe Administrative Agent, the Documentation Agent, the Syndication Agent and any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter other Loan Document or any agreement relating to any Swap Agreement Obligations or Banking Services Obligations;
(iii) any release, nonperfection or invalidity of Credit, any direct or indirect security for any Guaranteed Obligations or any obligations of any other guarantor of any of the Collateral Trust AgreementGuaranteed Obligations, or any other Loan Documentaction or failure to act by the Administrative Agent, any Lender or the termination any Affiliate of any Lender with respect to any collateral securing all or any part of the Collateral Trust Agreement or the release of any collateral pledged thereunderGuaranteed Obligations;
(civ) any change in the corporate existence, structure or ownership of the Borrower any Debtor or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowerany Debtor, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of any Debtor, or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantor may have at any time against the Borrowerany Debtor, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementDebtor, 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 any Debtor, or any other guarantor of the Borrower Guaranteed Obligations, of the principal of or interest on any Revolving Loan of the Guaranteed Obligations or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by any Debtor under the Credit Agreement, any of the other Loan Documents Document or the payment any agreement relating to any Swap Agreement Obligations or performance by any Guarantor of any of its obligations under any GuarantyBanking Services Obligations; or
(fvii) any other act or omission to act or delay of any kind by the Borrowerany Debtor, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI hereunder each Borrower under this Section 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the other Borrower under this Agreement or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination Note of the Collateral Trust Agreement or the release of any collateral pledged thereunderother Borrower;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the other Borrower under this Agreement or any Note;
(d) any change in the corporate existence, structure or ownership of the other Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, other Borrower or its assets or any resulting release or discharge of any obligation of the other Subsidiary Borrower contained in this Agreement or their respective assetsany Note;
(de) the existence of any claim, set-off or other rights right which TLGI such Borrower may have at any time against the other Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactionstransaction, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the other Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any Note of the other Loan DocumentBorrower, or any provision of applicable law or regulation purporting to prohibit the payment by the other Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any Note of the other Loan Documents Borrower or any other amount payable by the payment or performance by any Guarantor of any of its obligations other Borrower under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the other Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIsuch Borrower's obligations as a guarantor hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged other Guarantor under the Collateral Trust Agreement)Loan Documents, by operation of law or otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Loan Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Guarantor or their respective assetsassets or any resulting release or discharge of any obligation of the Borrower or any other Guarantor contained in the Loan Documents;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of or any other Obligation hereunder or Guarantor under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocuments; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantor’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. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or corporate structure or ownership of any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsany other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantors' obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Trion Inc)
Guaranty Unconditional. The obligations of TLGI hereunder each Guarantor under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Borrower Borrowers under this Agreement or any Letter other Loan Document, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any Obligation of the Borrowers under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the any Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, any other Subsidiary Borrower or any Guarantor or any of their respective assets, or any resulting release or discharge of any Obligation of any Borrower under this Agreement or any other Loan Document;
(de) the existence of any claim, set-off or other rights which TLGI may have right that any Guarantor at any time may have against the any Borrower, any other Guarantorthe Administrative Agent, the AgentIssuing Bank, any Lender, the L/C Issuer Lender or any other Person, whether or not arising in connection herewith with this Agreement or with any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(ef) any invalidity or unenforceability relating to or against the any Borrower or any Pledgor Subsidiary for any reason of the whole or any provision or all of this Agreement, the Collateral Trust Agreement, 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 such Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation Obligation, or the payment or performance by the such Borrower of any other Obligation hereunder amount payable by it under this Agreement or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantorthe Administrative Agent, the AgentIssuing Bank, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this SECTION 5.2, Section 5.4 constitute a legal or equitable discharge of TLGI's the obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or corporate structure or ownership of any other SubsidiaryGuarantor or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assets;any other guarantor of the Guaranteed Obligations, or its assets or any
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of any Bank with respect to any Guaranteed Obligation or under the Credit Agreement or any other Loan Document or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation other than strictly in accordance with the terms of the Credit Agreement or any other Loan Document (such as by the tender of a currency other than the relevant Foreign Currency) or that restricts the procurement of the Foreign Currency by any Borrower or the Guarantor, or any agreement, whether or not signed by or on behalf of any Bank, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is stated to cause or permit the discharge of the Guaranteed Obligations prior to the final payment in full of the Guaranteed Obligations in the relevant Foreign Currency in strict accordance with the Credit Agreement or other Loan Documents;
(vii) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 Borrower Borrower, or any other Guarantor or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fviii) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The To the extent permitted by Applicable Law, the obligations of TLGI the Guarantor hereunder shall be are unconditional and absolute and, without limiting the generality of the foregoing, shall will not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Issuer under this Agreement Indenture or any Letter Note, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Indenture (other than this Article VII) or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderNote;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryIssuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Issuer or its assets or any other Subsidiary resulting release or their respective assetsdischarge of any obligation of the Issuer contained in this Indenture or any Note;
(d) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other GuarantorIssuer, the Trustee, the Principal Paying Agent, any Lender, the L/C Issuer Collateral Agent or any other Person, whether in connection herewith with this Indenture, the Security Documents or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent prevents the assertion of any such claim by separate suit or compulsory counterclaim;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary Issuer for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Indenture or any other Loan DocumentNote, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuer of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of any other Obligation hereunder or Issuer under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; orthis Indenture;
(f) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorIssuer, the Trustee, the Principal Paying Agent, any Lender, the L/C Issuer Collateral Agent or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's or defense to the Guarantor’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. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged other Guarantor under the Collateral Trust Agreement)Loan Documents, by operation of law or otherwise other than the full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower or any other Guarantor under the Loan Documents;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Guarantor or their respective assetsassets or any resulting release or discharge of any obligation of the Borrower or any other Guarantor contained in the Loan Documents;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of or any other Obligation hereunder or Guarantor under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocuments; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as 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. The obligations of TLGI hereunder each Guarantor under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation of the Borrower under this Agreement or any Letter other Loan Document, by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any Obligation of the Borrower under this Agreement or any other Loan Document;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower, Borrower or any other Subsidiary Guarantor or any of their respective assets, or any resulting release or discharge of any Obligation of the Borrower under this Agreement or any other Loan Document;
(de) the existence of any claim, set-off or other rights which TLGI may have right that any Guarantor at any time may have against the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, regardless of whether arising in connection herewith with this Agreement or with any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaimother Loan Document;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of the whole or any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Document, Document or any provision of applicable law or regulation Applicable Bankruptcy Law purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents Obligation, or the payment or performance by any Guarantor the Borrower of any of its obligations other amount payable by it under this Agreement or any Guarantyother Loan Document; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, that might but for the provisions of this SECTION 5.2, Section 5.4 constitute a legal or equitable discharge of TLGI's the obligations hereunderof any Guarantor under this Article 5.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Guaranty Unconditional. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Amended and Restated Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Amended and Restated Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Amended and Restated Credit Agreement, 125 131 any Note, any Loan Document, or any obligations of any other Guarantor or guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, partnership structure or ownership of the Borrower or corporate structure or ownership of any other Subsidiaryof the Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerBorrower or any of the Guarantors, or any other Subsidiary of their assets or their respective assetsany resulting release or discharge of any obligation of the Borrower or any of the Guarantors;
(dv) the existence of any claim, set-off setoff or other rights which TLGI any of the Guarantors may have at any time against the Borrower, any other Guarantorthe Administrative Agent, the Syndication Agent, the Documentation Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this related to the Amended and Restated Credit Agreement, the Collateral Trust Agreementany other Loan Document, or any other Loan Documentguaranty, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Amended and Restated Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorthe Administrative Agent, the Documentation Agent, the Syndication Agent and any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantors' obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The 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 TLGI the Company under this Guaranty are independent of the 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 shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) a. any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Lessor under this Agreement the Credit Agreement, any Note or any Letter other Transaction Document, by operation of Credit law or the exchangeotherwise, release or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(b) b. any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust Agreement, Note or any other Loan Transaction Document;
c. any release, nonperfection or the termination invalidity of any direct or indirect security for any obligation of the Collateral Trust Agreement Lessor under the Credit Agreement, any Note or the release any other Transaction Document or any obligations of any collateral pledged thereunderother guarantor of any of the Guaranteed Obligations;
(c) d. any change in the corporate existence, structure or ownership of the Borrower Lessor, or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerLessor, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Lessor, or any other guarantor of any of the Guaranteed Obligations;
(d) e. the existence of any claim, set-off or other rights which TLGI the Company may have at any time against the BorrowerLessor, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(e) f. any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementLessor, or any other Loan Documentguarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note or any other Transaction Document or any other guaranty of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Lessor or any other guarantor of the principal Guaranteed Obligations, of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance amounts payable by the Borrower of Lessor under the Credit Agreement, any Note or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyTransaction Document; or
(f) g. any other act or omission to act or delay of any kind by the BorrowerLessor, any other Guarantor, guarantor of the Agent, any Lender, the L/C Issuer Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe 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. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligations, by operation of law or otherwise other than the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)full payment thereof;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Loan Documents or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderLender Swap Agreements;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligations;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other Guarantor or any Restricted Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Guarantor, any Restricted Subsidiary or their respective assetsassets or any resulting release or discharge of any Obligation;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower Borrower, any other Guarantor or any Pledgor Restricted Subsidiary for any reason of the Loan Documents, any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, Lender Swap Agreement or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other Guarantor of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of or any other Obligation hereunder Guarantor or any Restricted Subsidiary under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyLender Swap Agreement; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, any Restricted Subsidiary, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantor’s obligations hereunder. Furthermore, notwithstanding that the Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as 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. The Subject to Section 10 hereof, the obligations of TLGI each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver 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 Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(b) any modification or amendment of or supplement to this the Credit Agreement, any Letter Note, any Rate Management Transaction or any other Loan Document;
(c) any release, nonperfection or invalidity of Creditany direct or indirect security for any obligation of the Principal under the Credit Agreement, any Note, the Collateral Trust Security Agreement, or any Rate Management Transaction, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Administrative Agent, the Documentation Agent, the Syndication Agent, any Lender or any Affiliate of any Lender with respect to any collateral pledged thereundersecuring all or any part of the Guaranteed Obligations;
(cd) any change in the corporate existence, structure or ownership of the Borrower Principal or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Principal, or any other guarantor of any of the Guaranteed Obligations;
(de) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the BorrowerPrincipal, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, the Documentation Agent, the Syndication Agent, any Lender, the L/C Issuer 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;
(ef) any invalidity or unenforceability relating to or against the Borrower Principal, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreementany Rate Management Transaction, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of Principal under the Credit Agreement, any Note, any Rate Management Transaction or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fg) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, the Documentation Agent, the Syndication Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Guaranty (SCP Pool Corp)
Guaranty Unconditional. The Subject to Section 9 hereof, the ---------------------- obligations of TLGI each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a1) any extension, renewal, settlement, compromise, waiver 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 Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(b2) any modification or amendment of or supplement to this either Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c3) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under either Credit Agreement, any Note, the Security Agreement, any other Loan Document, any obligations of any other guarantor of any of the Guaranteed Obligations or any action or failure to act by the Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;
(4) any change in the corporate existence, structure or ownership of the Borrower Principal or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerPrincipal, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Principal, or any other guarantor of any of the Guaranteed Obligations;
(d5) the existence of any claim, set-off setoff or other rights which TLGI the Subsidiary Guarantors may have at any time against the BorrowerPrincipal, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer 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;
(e6) any invalidity or unenforceability relating to or against the Borrower Principal, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to either Credit Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Principal, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of Principal under either Credit Agreement, any Note or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(f7) any other act or omission to act or delay of any kind by the BorrowerPrincipal, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany Subsidiary Guarantor's obligations hereunder.
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI hereunder shall be unconditional and absolute and, without limiting the generality Guarantors' guarantee of the foregoing, Obligations is absolute and unconditional. The validity of this Guaranty and each Guarantor's absolute obligation to pay hereunder shall not be releasedimpaired by any event whatsoever, discharged including, but not limited to, the merger, consolidation, dissolution, cessation of business or otherwise affected by:
(a) liquidation of Borrower; the financial decline or bankruptcy of Borrower; the failure of any extension, renewal, other party to guarantee the Obligations or to provide collateral therefor; the Lender Parties' compromise or settlement, compromisewith or without release, waiver or release in respect of any obligation of other party liable for the Borrower under this Agreement or any Letter of Credit or Obligations; the exchange, release or non-perfection of Lender Parties' failure to perfect their security interest in any collateral security therefor (including, without limitation, for the collateral pledged under Obligations; the Collateral Trust Agreement);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the Lender Parties' release of any collateral pledged thereunder;
for the Obligations; the Lender Parties' failure to file suit against Borrower (c) any change in regardless of whether Borrower is becoming insolvent, is believed to be about to leave the corporate existence, structure or ownership of the Borrower state or any other Subsidiary, or circumstance); the Lender Parties' failure to give any insolvency, bankruptcy, reorganization or other similar proceeding affecting Guarantor notice of default by Borrower; the unenforceability of the Obligations against Borrower, due to bankruptcy discharge, counterclaim or otherwise; the acceleration of the Obligations at any other Subsidiary time; the extension, increase, modification or their respective assets;
(d) renewal of the existence Obligations; the Lender Parties' failure to exercise diligence in collection; the termination of any claim, set-off or other rights which TLGI may have at relationship of any time against the Guarantor with Borrower, any other Guarantorincluding, the Agentbut not limited to, any Lender, relationship of ownership or commerce; Borrower's change of name or use of any name other than the L/C Issuer name used to identify Borrower in this Guaranty; Borrower's use of the credit extended by the Lender Parties for any purpose whatsoever; 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;
(e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever event which might, but for the provisions of this SECTION 5.2, might otherwise constitute a legal or equitable discharge of, or defense available to, a guarantor or surety. Each advance of TLGIcredit 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. The obligations of TLGI hereunder the Company under this Article 10 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Subsidiary Borrower under this Agreement the Loan Documents to which it is a party, by operation of law or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Subsidiary Borrower under any Loan Document to which it is a party;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiarySubsidiary Borrower, or any bankruptcy, insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Borrower or their respective assetsits assets or any resulting release or discharge of any obligation of any Subsidiary Borrower contained in any Loan Document to which it is a party;
(de) the existence of any claim, set-off or other rights which TLGI the Company may have at any time against the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith with the Loan Documents or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the any Subsidiary Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentDocument to which it is a party, or any provision of applicable law or regulation purporting to prohibit the payment by the any Subsidiary Borrower of the principal of or interest on any Revolving Loan of its Notes or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument to which it is a party; or
(fg) any other act or omission to act or delay of any kind by the any Subsidiary Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2Section, constitute a legal or equitable discharge of TLGIthe Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Venator Group Inc)
Guaranty Unconditional. The Subject to Section 10 hereof, the obligations of TLGI each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter Note, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement with a Cash Management Bank or any other Loan Document (except in the case of Credita release or discharge of such Guarantors effected pursuant to the terms of a waiver, amendment or modification of this Guaranty in accordance with the Collateral Trust terms hereof);
(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Applicable Obligor under the Credit Agreement, or any Note, any Rate Management Transaction with a Hedge Bank, any Cash Management Agreement with a Cash Management Bank, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral pledged thereundersecuring all or any part of the Guaranteed Obligations;
(civ) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower Applicable Obligor, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreementany Rate Management Transaction with a Hedge Bank, or 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 Borrower Applicable Obligor, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of 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 Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Guarantor’s obligations hereunderhereunder (other than the occurrence of the Termination Date).
Appears in 1 contract
Guaranty Unconditional. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, or any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations or its assets, or any resulting release or discharge of any obligation of the Borrower, or any other Subsidiary or their respective assetsguarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI any Guarantor may have at any time against the Borrower, any other Guarantorguarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower Borrower, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Credit Agreement, the Notes, or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantorguarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany 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. The Subject to Section 9 hereof, the obligations of TLGI each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or of any obligation of the Borrower under this Agreement any other Subsidiary Guarantor or Guarantor, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Agreement, any Letter Note, any Rate Management Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of Credit, any direct or indirect security for any obligation of the Collateral Trust Borrower under the Agreement, or any Note, any Rate Management Transaction, any other Loan Document, or any obligations of any other Subsidiary Guarantor or Guarantor, or any action or failure to act by the termination Administrative Agent, Swingline Lender, LC Issuer or any Lender or any Affiliate of any of them with respect to any collateral securing all or any part of the Collateral Trust Agreement or the release of any collateral pledged thereunderGuaranteed Obligations;
(civ) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiarySubsidiary Guarantor or Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any other Subsidiary Guarantor or their respective assetsGuarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other Subsidiary Guarantor or Guarantor;
(dv) the existence of any claim, set-off setoff or other rights which TLGI any of the Subsidiary Guarantors may have at any time against the Borrower, any other Subsidiary Guarantor or Guarantor, the Administrative Agent, Swingline Lender, LC Issuer or any Lender, the L/C Issuer any Affiliate of any of them, 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;
(evi) any invalidity or unenforceability relating to or against the Borrower Borrower, or any Pledgor other Subsidiary Guarantor or Guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Agreement, the Collateral Trust Agreementany Rate Management Transaction, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Borrower, or any other Subsidiary Guarantor or Guarantor, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance any other amount payable by the Borrower of under the Agreement, any Note, any Rate Management Transaction or any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Subsidiary Guarantor or Guarantor, the Administrative Agent, Swingline Lender, LC Issuer, any Lender, the L/C Issuer any Affiliate of any of them, or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Subsidiary Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Replacement Subsidiary Guaranty (Airnet Systems Inc)
Guaranty Unconditional. The Subject to Section 9 hereof, the obligations of TLGI each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter Note, any Rate Management Transaction, any Bank Product Transaction or any other Loan Document;
(iii) any release, nonperfection or invalidity of Creditany direct or indirect security for any obligation of any of the Borrowers under the Credit Agreement, any Note, the Collateral Trust Security Agreement, or the Pledge and Security Agreement, any Rate Management Transaction, any Bank Product Transaction, any other Loan Document, or the termination any obligations of any other guarantor of any of the Collateral Trust Agreement Guaranteed Obligations, or any action or failure to act by the release Agent, any Lender or any Affiliate of any Lender with respect to any collateral pledged thereundersecuring all or any part of the Guaranteed Obligations;
(civ) any change in the corporate existence, structure or ownership of any of the Borrower Borrowers or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of the BorrowerBorrowers, or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of any of the Borrowers, or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against any of the BorrowerBorrowers, any other Guarantorguarantor of any of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against any of the Borrower Borrowers, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this related to the Credit Agreement, the Collateral Trust Agreementany Rate Management Transaction, or any Bank Product Transaction, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by such Borrower, or any other guarantor of the Borrower Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under amount payable by any of the Borrowers under the Credit Agreement, any Note, any Rate Management Transaction, any Bank Product Transaction or any other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by any of the BorrowerBorrowers, any other Guarantorguarantor of the Guaranteed Obligations, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's any Guarantor’s obligations hereunder.
Appears in 1 contract
Sources: Guaranty (Midas Inc)
Guaranty Unconditional. The obligations of TLGI hereunder the Subsidiary Guarantors under this Subsidiary Guaranty shall be be, joint and several, irrevocable, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
by (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower any advance under this Agreement or any Letter Loan Document by operation of Credit Law or the exchange, release or non-perfection of any collateral security therefor otherwise; (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(bii) any modification or amendment of or supplement to this AgreementAgreement or any Loan Document; (ii) any modification, amendment, waiver, release, non-perfection or invalidity of any Letter of Credit, the Collateral Trust Agreementdirect or indirect security, or of any guarantee or other Loan Documentliability of any third party, or the termination of the Collateral Trust Agreement Guaranteed Obligations of the Borrower or the release of any collateral pledged thereunder;
its Subsidiary; (ciii) any change in the corporate existence, structure structure, or ownership of the Borrower or any other Subsidiaryof, or any insolvency, bankruptcyBankruptcy, reorganization or other similar proceeding affecting any Subsidiary Guarantor or its assets or any resulting release or discharge of any of the Borrower, Obligations of the Subsidiary Guarantors contained in this Agreement or any other Subsidiary or their respective assets;
Loan Document; (div) the existence of any claim, set-off or other rights which TLGI the Subsidiary Guarantor may have at any time against the BorrowerAdministrative Agent, the Designated Letter of Credit Issuer, the Designated Hedge Creditor, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether or not arising in connection herewith with this Agreement or with any unrelated transactionsLoan Document, PROVIDED PROVIDED, HOWEVER, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
; (ev) any invalidity or unenforceability relating to or against the Borrower or any Pledgor its Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of under this Agreement or any Loan Document; or (vi) to the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance extent permitted by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or
(f) applicable Law, any other act or omission to act or delay of any kind by the Borrower, any other Subsidiary Guarantor, the Administrative Agent, any Lenderthe Designated Letter of Credit Issuer, the L/C Issuer Designated Hedge Creditor, any Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's obligations hereunderthe Guaranteed Obligations of the Borrower under this Section 11.
Appears in 1 contract
Guaranty Unconditional. The respective obligations of TLGI Parent and Household International (each of which is referred to as the "Guarantor" with respect to the obligations that are the subject of its guaranty) hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, 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 (a) 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 the Borrower a Guaranteed Entity under this Agreement or any Letter related document in connection with the transactions contemplated hereby or thereby (the "Transaction Documents"), whether by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement);
(b) otherwise; any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Transaction Document; any release, non-perfection or the termination invalidity of the Collateral Trust any direct or indirect guarantee of or security for any obligation of a Guaranteed Entity under this Agreement or the release of any collateral pledged thereunder;
(c) other Transaction Document; any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, a Guaranteed Entity or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, a Guaranteed Entity or its respective assets or any other Subsidiary resulting release or their respective assets;
(d) discharge of any obligation of a Guaranteed Entity contained in this Agreement; the existence of any claim, set-off off, or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer a Guaranteed Entity or any other Personcorporation or person, whether in connection herewith or with any unrelated transactions; provided, PROVIDED however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(e) ; any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary a Guaranteed Entity for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Transaction Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower performance of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation obligation or the payment or performance by the Borrower of any other Obligation hereunder amount payable by a Guaranteed Entity under this Agreement or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyTransaction Document; or
(f) any other act or omission emission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or a Guaranteed Entity; any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe 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. The To the fullest extent permitted by applicable law, the obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Borrower under this Agreement or any Letter promissory note, by operation of Credit law or otherwise (except to the exchange, release or non-perfection of any collateral security therefor (including, without limitation, extent the collateral pledged foregoing expressly releases a Guarantor’s obligations under the Collateral Trust Agreementthis Article XI);
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any promissory note (other Loan Documentthan any modification, amendment or the termination supplement of the Collateral Trust Agreement or the release of any collateral pledged thereunderthis Article XI effected in accordance with Section 9.02);
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower under this Agreement or any promissory note;
(d) any change in the corporate legal existence, structure or ownership of the Borrower or any other SubsidiaryBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary Borrower or their respective assetsits assets or any resulting release or discharge of any obligation of any Borrower contained in this Agreement or any promissory note;
(de) the existence of any claim, set-off or other rights which TLGI such Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the any Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Documentpromissory note, or any provision of applicable law or regulation purporting to prohibit the payment by the any Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fg) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's or defense to a Guarantor’s obligations hereunder (in each case other than payment in full of the obligations guaranteed hereunder).
Appears in 1 contract
Guaranty Unconditional. The obligations Guarantor guarantees (to the extent of TLGI hereunder shall its Stated Percentage or any greater amount assumed in accordance with Section 2.02) that the Guaranteed Obligations will be unconditional paid strictly in accordance with the terms of the Credit Agreement and absolute andthe 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 limiting notice to or assent by the generality of Guarantor, and that it will remain bound upon its guaranty contained in, and the foregoingother provisions of, shall not be released, discharged or otherwise affected by:
(a) this Agreement notwithstanding any extension, renewal, settlement, compromise, waiver renewal or release in respect other alteration of any obligation Guaranteed Obligations or such Loan Documents, or any repayment and reborrowing of the Borrower under Loans. Except as otherwise expressly provided in this Agreement or any Letter of Credit or other Loan Document to which the exchange, release or non-perfection of any collateral security therefor (including, without limitationGuarantor is a party, the collateral pledged obligations of the Guarantor under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the Collateral Trust Agreement);terms hereof under any and all circumstances whatsoever, including:
(b1) any modification modification, amendment, supplement, renewal, extension for any period, increase, decrease, alteration or amendment rearrangement of all or supplement to any part of the Guaranteed Obligations, or of this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change Document executed in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryconnection herewith, or any insolvency, bankruptcy, reorganization contract or other similar proceeding affecting understanding among the BorrowerGuarantor, any other Subsidiary or their respective assets;
(d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Other Guarantor, the Agent, any LenderMillennium, the L/C Issuer Administrative Agent and/or the Lenders, or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED that nothing herein shall prevent pertaining to the assertion of any such claim by separate suit or compulsory counterclaimGuaranteed Obligations;
(e2) any invalidity adjustment, indulgence, forbearance or compromise that might be granted or given by the Lenders to the Guarantor, any Other Guarantor, Millennium, or any other Person liable on the Guaranteed Obligations;
(3) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the Guarantor, any Other Guarantor, Millennium or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of the Guarantor, any Other Guarantor, Millennium or any sale, lease or transfer of any or all of the assets of the Guarantor, any Other Guarantor, or Millennium, or any changes in the owners of the equity of the Guarantor, any Other Guarantor, Millennium, or any reorganization of the Guarantor, any Other Guarantor, or Millennium;
(4) the invalidity, illegality or unenforceability relating to or against the Borrower of all or any Pledgor Subsidiary part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that (A) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (B) the act of creating the Guaranteed Obligations or any part thereof is ultra v▇▇▇▇, (C) the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (D) the Guaranteed Obligations or any part thereof violate applicable usury laws, (E) the Guarantor, any Other Guarantor, or Millennium has valid defenses, claims and offsets (whether at law or in equity, by agreement or by statute) which render the Guaranteed Obligations wholly or partially uncollectible from the Guarantor, any Other Guarantor, or Millennium, (F) the creation, performance or repayment of the Guaranteed Obligations (or execution, delivery and performance of any provision document or all instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law other document or regulation purporting instrument pertaining to prohibit the payment by the Borrower Guaranteed Obligations, has been forged or otherwise is irregular or not genuine or authentic;
(5) any full or partial release of the principal liability of the Guarantor, any Other Guarantor, or interest Millennium on the Guaranteed Obligations or any Revolving Loan part thereof, or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder Person now or under any 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 Loan Documents Person, and the Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any other Person (other than the Other Guarantors) will be liable to perform the Guaranteed Obligations, or that the Administrative Agent or any Lender will look to any other Person (other than the Other Guarantors) to perform the Guaranteed Obligations;
(6) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations;
(7) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations;
(8) the failure of the Administrative Agent, the Lenders or any other 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 performance by pay such amount to Millennium or any Guarantor of any of its obligations under any Guarantyother Person; or
(f11) any other act action taken or omission omitted to act or delay of any kind by the Borrowerbe taken with respect to this Agreement, any other GuarantorLoan Document, the AgentGuaranteed Obligations, any Lender, the L/C Issuer or any other Person security and collateral therefor, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay its Stated Percentage of the Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of the Guarantor that the Guarantor shall be obligated to pay an amount equal to its Stated Percentage of the Guaranteed Obligations (or any other 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 circumstance whatsoever which might, but for the provisions of this SECTION 5.2, that might otherwise constitute a legal or equitable discharge of TLGI's obligations hereundera surety or guarantor, including by reason of any future 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. The obligations of TLGI hereunder each Guarantor as a guarantor or joint and several obligor under the Loan Documents, including this Section 9, shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the any Borrower or of any other Guarantor under this Agreement or any Letter other Loan Document or by operation of Credit law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiaryof, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting affecting, the BorrowerBorrowers, any other Subsidiary Guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of any Borrower or of any other Guarantor contained in any Loan Document;
(d) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether or not arising 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 counterclaimherewith;
(e) 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 any Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision this Agreement or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Borrowers or any other Guarantor of the principal of or interest on any Revolving Loan Term Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by them under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocuments; or
(fh) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the obligations hereunderof the Guarantors under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Hub Group Inc)
Guaranty Unconditional. The Except as expressly set forth herein, the Guarantor agrees that the obligations of TLGI the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether with or without notice to or assent by the Guarantor:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged Contractor under the Collateral Trust Agreement)Contract, by operation of law or otherwise;
(b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderContract;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Contractor under the Contract;
(d) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryContractor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Contractor or its assets or any other Subsidiary resulting release or their respective assetsdischarge of any obligation of the Contractor contained in the Contract;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the Borrower, any other GuarantorContractor, the AgentPurchaser, any Lender, the L/C Issuer or any other Personcorporation or person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary Contractor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentContract, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower Contractor of any other Obligation hereunder or amount payable by the Contractor under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyContract; or
(fg) any other act or omission to act or delay of any kind by the Borrower, any other GuarantorContractor, the AgentPurchaser, any Lender, the L/C Issuer or any other Person corporation or person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIor 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. The Subject to Sections 9 and 11 hereof, the obligations of TLGI each Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Borrower under this Agreement Guaranteed Obligations, or any Letter default, failure or delay, willful or otherwise, in the payment or performance of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Credit Agreement or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrowers under the Credit Agreement or any other Loan Document or any obligation of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the corporate corporate, partnership or other existence, structure or ownership of the any Borrower or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Borrower or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsthe assets of any of the foregoing, or any resulting release or discharge of any obligation of any Borrower or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights right which TLGI such Subsidiary Guarantor may have at any time against the any Borrower, any other Guarantor, guarantor of any of the AgentGuaranteed Obligations, any Lender, the L/C Issuer Credit Party 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 counterclaimtransaction;
(evi) any invalidity or unenforceability relating to or against the Borrower any Borrower, or any Pledgor Subsidiary other guarantor of any of the Guaranteed Obligations, for any reason of any provision or all of this Agreement, related to the Collateral Trust Agreement, Credit Agreement or any other Loan Document, or any provision Requirement of applicable law or regulation Law purporting to prohibit the payment by any Borrower, or any other guarantor of the Borrower Guaranteed Obligations of the principal of or interest on any Revolving Loan the Notes or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder amount payable by any Borrower under the Credit Agreement or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, guarantor of the AgentGuaranteed Obligations, any Lender, the L/C Issuer Credit Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's such Subsidiary Guarantor’s obligations hereunder, except as provided in Section 5.
Appears in 1 contract
Guaranty Unconditional. The Subject to Section 4.14(f) and ---------------------- --------------- Section 12.13, hereof, the obligations of TLGI each of the U.S. Borrowers ------------- hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected byby any of the following, whether occurring before or after receipt by the Lender of notice of termination of this Guaranty:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of SLQ under any of the Borrower under this Agreement Loan Documents, by operation of law or otherwise or any Letter of Credit or the exchange, release or non-perfection obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Canadian Term Loan Repayment Obligations;
(bii) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of SLQ under any Loan Document, or any obligations of any other guarantor of any of the Canadian Term Loan Repayment Obligations;
(iv) any change in the corporate existence, structure or ownership of the Borrower SLQ or any other Subsidiaryguarantor of any of the Canadian Term Loan Repayment Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the BorrowerSLQ, or any other Subsidiary guarantor of the Canadian Term Loan Repayment Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of SLQ, or any other guarantor of any of the Canadian Term Loan Repayment Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the U.S. Borrowers may have at any time against the BorrowerSLQ, any other Guarantorguarantor of any of the Canadian Term Loan Repayment Obligations, the Agent, any Lender, the L/C Issuer 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;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementSLQ, or any other guarantor of any of the Canadian Term Loan DocumentRepayment Obligations, for any reason related to the Loan Documents or any provision of applicable law or regulation purporting to prohibit the payment by SLQ, or any other guarantor of the Borrower Canadian Term Loan Repayment Obligations, of the principal of or interest on or any Revolving other amount payable by SLQ under the Loan Documents;
(vii) any failure or Swing Line omission to enforce any right, power or remedy with respect to the Canadian Term Loan Repayment Obligations or Reimbursement Obligation any part thereof or any agreement relating thereto, or any collateral securing the Canadian Term Loan Repayment Obligations or any part thereof;
(viii) any failure or omission to enforce any right, power or remedy with respect to the Canadian Term Loan Repayment Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Canadian Term Loan Repayment Obligations or any part thereof;
(ix) the application of payments received from any source to the payment of indebtedness other than the Canadian Term Loan Repayment Obligations, any part thereof or performance amounts which are not covered by this Guaranty even though the Borrower of Lender might lawfully have elected to apply such payments to any other Obligation hereunder part or under any all of the other Canadian Term Loan Documents Repayment Obligations or the payment or performance to amounts which are not covered by any Guarantor of any of its obligations under any this Guaranty; or
(fx) any other act or omission to act or delay of any kind by the BorrowerSLQ, any other Guarantorguarantor of the Canadian Term Loan Repayment Obligations, the Agent, any Lender, the L/C Issuer or any other Person person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany U.S. Borrower's obligations hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Emons Transportation Group Inc)
Guaranty Unconditional. The obligations of TLGI each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation Obligation, by operation of the Borrower under this Agreement law or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(b) any modification modification, amendment or amendment waiver of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunderDocuments;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Borrower or any other Guarantor under the Loan Documents;
(d) any change in the corporate existence, structure or ownership of the any Borrower or any other SubsidiaryGuarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, any other Subsidiary Guarantor or their respective assetsassets or any resulting release or discharge of any obligation of any Borrower or any other Guarantor contained in the Loan Documents;
(de) the existence of any claim, set-off or other rights which TLGI the Guarantor may have at any time against the any Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(ef) any invalidity or unenforceability relating to or against the any Borrower or any Pledgor Subsidiary other Guarantor for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan DocumentDocuments, or any provision of applicable law or regulation purporting to prohibit the payment by the any Borrower or any other Guarantor of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance amount payable by any Borrower or any other Guarantor of any of its obligations under any Guarantythe Loan Documents; or
(fg) any other act or omission to act or delay of any kind by the any Borrower, any other Guarantor, the Administrative Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which that might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGI's the Guarantor’s obligations hereunder. Furthermore, notwithstanding that a Borrower may not be obligated to the Administrative Agent and/or the Lenders for interest and/or attorneys’ fees and expenses on, or in connection with, any Obligations from and after the Petition Date (as 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. The obligations of TLGI the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower Borrowers under this Agreement the Credit Agreement, any Note, or any Letter other Loan Document, by operation of Credit law or the exchange, release otherwise or non-perfection any obligation of any collateral security therefor (including, without limitation, other guarantor of any of the collateral pledged under the Collateral Trust Agreement)Guaranteed Obligations;
(bii) any modification or amendment of or supplement to this the Credit Agreement, any Letter of Credit, the Collateral Trust AgreementNote, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder;
(ciii) any release, nonperfection or invalidity of any direct or indirect security, if any, for any obligation of any Borrower under the Credit Agreement, any Note, any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;
(iv) any change in the partnership structure, corporate existence, structure or ownership of the any Borrower or any Guarantor or any other Subsidiaryguarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the any Borrower, or any Guarantor or any other Subsidiary guarantor of the Guaranteed Obligations, or their respective assetsits assets or any resulting release or discharge of any obligation of any Borrower, or any Guarantor or any other guarantor of any of the Guaranteed Obligations;
(dv) the existence of any claim, set-off setoff or other rights which TLGI the Guarantors may have at any time against the any Borrower, any other GuarantorGuarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust AgreementBorrower, 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 any Borrower, or any Guarantor or any other guarantor of the Borrower Guaranteed Obligations, of the principal of or interest on any Revolving Loan Note or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder amount payable by any Borrower under the Credit Agreement, the Notes, or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any GuarantyDocument; or
(fvii) any other act or omission to act or delay of any kind by the any Borrower, any other GuarantorGuarantor or any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender, the L/C Issuer Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIany Guarantor's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Guaranty Unconditional. The obligations of TLGI hereunder the Company under this Article 9 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(ai) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit its Notes, by operation of law or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement)otherwise;
(bii) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, Agreement or any other Loan Document, or the termination Note of the Collateral Trust Agreement Borrower (except that the Company's guarantee under this Article 9 shall apply to the obligations of the Borrower as modified, amended or the release of any collateral pledged thereundersupplemented thereby);
(ciii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under this Agreement or any of its Notes;
(iv) any change in the corporate existence, structure or ownership of the Borrower or any other SubsidiaryBorrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, Borrower or its assets or any other Subsidiary resulting release or their respective assetsdischarge of any obligation of the Borrower contained in this Agreement or any of its Notes;
(dv) the existence of any claim, set-off or other rights which TLGI the Company may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(evi) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, Agreement or any other Loan Documentof its Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan of its Loans or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or amount payable by it under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guarantythis Agreement; or
(fvii) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2paragraph, constitute a legal or equitable discharge of TLGIthe Company's obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Allergan Inc)