Common use of No Right to Terminate Clause in Contracts

No Right to Terminate. Without limiting the foregoing, the obligations of the Guarantor hereunder shall not be affected, modified or impaired, and the Guarantor shall have no right to terminate this Guaranty or to be released, relieved or discharged, in whole or in part, from its payment or performance obligations referred to in this Guaranty, by reason of any of the following: (a) any amendment, supplement or modification to, settlement, release, waiver or termination of, consent to or departure from, or failure to exercise any right, remedy, power or privilege under or in respect of the Stadium Lease, the other Project Documents, and the Guaranteed Obligations, and any other agreements or instruments primarily relating thereto to which the StadCo, ECSC or the County are a party; or (b) any insolvency, bankruptcy, reorganization, dissolution or liquidation of, or any similar occurrence with respect to, or cessation of existence of, or change of ownership of, StadCo, ECSC or the County, or any rejection of any of the Guaranteed Obligations in connection with any Bankruptcy Proceeding or any disallowance of all or any portion of any claim by ECSC, the County, their respective successors and assigns, in connection with any Bankruptcy Proceeding; or (c) any lack of validity, enforceability or value of or defect or deficiency in any of the Guaranteed Obligations, the Stadium Lease, the other Project Documents and any other agreements or instruments primarily relating thereto; or (d) the failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any Person; or (e) any substitution, modification, exchange, release, settlement or compromise of any security or collateral for or guarantee of any of the Guaranteed Obligations, or failure to apply such security or collateral or failure to enforce such guarantee; or (f) any failure on the part of StadCo to perform or comply with any term of the Stadium Lease, the other Project Documents and any other agreements or instruments primarily relating thereto or any other Person’s (except ECSC’s or the County’s) failure to perform or comply with any term of the Stadium Lease and/or the other Project Documents; or (g) subject to the terms and conditions of Article 12 herein, the assignment or transfer (whether or not in accordance with the terms thereof) of (i) this Guaranty, (ii) the Stadium Lease, the other Project Documents and any other agreements or instruments referred to in the Stadium Lease or the other Project Documents or primarily applicable thereto or (iii) the Guaranteed Obligations, by StadCo to any other Person; or (h) subject to the terms and conditions of Article 12 herein, any change in the ownership of any equity interest in StadCo (including any such change that results in Guarantor ceasing to be an affiliate of StadCo by virtue of HoldCo ceasing to hold common ownership of StadCo and the Guarantor); or (i) subject to the terms and conditions of Article 12 herein, any failure of ECSC and the County to pursue any other guarantor and/or any settlement or compromise of any claims against same; or (j) any other event, circumstance, act or omission whatsoever (except a “Lessor Default” under the Stadium Lease or a “ECSC Default” or “County Default” under the CCA and except as provided in Section 3.4) which might in any manner or to any extent vary the risk of the Guarantor or otherwise constitute a legal or equitable defense or discharge of a surety or guarantor responsible for the payment or performance of any of the Guaranteed Obligations (other than that the guaranteed obligations have been indefeasibly paid in full); or (k) any failure of ECSC and the County to pursue or exhaust any other rights or remedies.

No Right to Terminate. Without limiting the foregoing, the obligations of the Guarantor hereunder shall not be affected, modified or impaired, and the Guarantor shall have no right to terminate this Guaranty or to be released, relieved or discharged, in whole or in part, from its payment or performance obligations referred to in this Guaranty, by reason of any of the following:following:‌ (a) any amendment, supplement or modification to, settlement, release, waiver or termination of, consent to or departure from, or failure to exercise any right, remedy, power or privilege under or in respect of the Stadium Lease, the other Project Documents, and the Guaranteed Obligations, and any other agreements or instruments primarily relating thereto to which the StadCo, ECSC or StadCo and the County Authority are a party; or (b) any insolvency, bankruptcy, reorganization, dissolution or liquidation of, or any similar occurrence with respect to, or cessation of existence of, or change of ownership of, StadCo, ECSC StadCo or the CountyAuthority, or any rejection of any of the Guaranteed Obligations in connection with any Bankruptcy Proceeding or any disallowance of all or any portion of any claim by ECSCthe Authority, the County, their respective or its successors and assigns, in connection with any Bankruptcy Proceeding; or (c) any lack of validity, enforceability or value of or defect or deficiency in any of the Guaranteed Obligations, the Stadium Lease, the other Project Documents and any other agreements or instruments primarily relating thereto; or (d) the failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any Person; or (e) any substitution, modification, exchange, release, settlement or compromise of any security or collateral for or guarantee of any of the Guaranteed Obligations, or failure to apply such security or collateral or failure to enforce such guarantee; or (f) any failure on the part of StadCo to perform or comply with any term of the Stadium Lease, the other Project Documents and any other agreements or instruments primarily relating thereto or any other Person’s (except ECSC’s or the CountyAuthority’s) failure to perform or comply with any term of the Stadium Lease and/or the other Project Documents; or (g) subject to the terms and conditions of Article 12 herein, the assignment or transfer (whether or not in accordance with the terms thereof) of (i) this Guaranty, (ii) the Stadium Lease, the other Project Documents and any other agreements or instruments referred to in the Stadium Lease or the other Project Documents or primarily applicable thereto or (iii) the Guaranteed Obligations, by StadCo to any other Person; or (h) subject to the terms and conditions of Article 12 herein, any change in the ownership of any equity interest in StadCo (including any such change that results in Guarantor ceasing to be an affiliate of StadCo by virtue of HoldCo ceasing to hold common ownership of StadCo and the Guarantor); or (i) subject to the terms and conditions of Article 12 herein, any failure of ECSC and the County Authority to pursue any other guarantor and/or any settlement or compromise of any claims against same; or (j) any other event, circumstance, act or omission whatsoever (except a “Lessor Default” an Authority Event of Default under the Stadium Lease or a “ECSC Default” or “County Default” an Authority Default under the CCA and except as provided in Section 3.4Development Agreement)) which might in any manner or to any extent vary the risk of the Guarantor or otherwise constitute a legal or equitable defense or discharge of a surety or guarantor responsible for the payment or performance of any of the Guaranteed Obligations (other than that the guaranteed obligations have been indefeasibly paid in full)Obligations; or (k) any failure of ECSC and the County Authority to pursue or exhaust any other rights or remedies.

No Right to Terminate. Without limiting the foregoing, the obligations of the Guarantor hereunder shall not be affected, modified or impaired, and the Guarantor shall have no right to terminate this Guaranty or to be released, relieved or discharged, in whole or in part, from its payment or performance obligations referred to in this Guaranty, by reason of any of the following: (a) any amendment, supplement or modification to, settlement, release, waiver or termination of, consent to or departure from, or failure to exercise any right, remedy, power or privilege under or in respect of the Stadium Lease, the other Project Documents, and the Guaranteed Obligations, and any other agreements or instruments primarily relating thereto to which the StadCo, ECSC or StadCo and the County Authority are a party; or (b) any insolvency, bankruptcy, reorganization, dissolution or liquidation of, or any similar occurrence with respect to, or cessation of existence of, or change of ownership of, StadCo, ECSC StadCo or the CountyAuthority, or any rejection of any of the Guaranteed Obligations in connection with any Bankruptcy Proceeding or any disallowance of all or any portion of any claim by ECSCthe Authority, the County, their respective or its successors and assigns, in connection with any Bankruptcy Proceeding; or (c) any lack of validity, enforceability or value of or defect or deficiency in any of the Guaranteed Obligations, the Stadium Lease, the other Project Documents and any other agreements or instruments primarily relating thereto; or (d) the failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any Person; or (e) any substitution, modification, exchange, release, settlement or compromise of any security or collateral for or guarantee of any of the Guaranteed Obligations, or failure to apply such security or collateral or failure to enforce such guarantee; or (f) any failure on the part of StadCo to perform or comply with any term of the Stadium Lease, the other Project Documents and any other agreements or instruments primarily relating thereto or any other Person’s (except ECSC’s or the CountyAuthority’s) failure to perform or comply with any term of the Stadium Lease and/or the other Project Documents; or (g) subject to the terms and conditions of Article 12 herein, the assignment or transfer (whether or not in accordance with the terms thereof) of (i) this Guaranty, (ii) the Stadium Lease, the other Project Documents and any other agreements or instruments referred to in the Stadium Lease or the other Project Documents or primarily applicable thereto or (iii) the Guaranteed Obligations, by StadCo to any other Person; or (h) subject to the terms and conditions of Article 12 herein, any change in the ownership of any equity interest in StadCo (including any such change that results in Guarantor ceasing to be an affiliate of StadCo by virtue of HoldCo ceasing to hold common ownership of StadCo and the Guarantor); or (i) subject to the terms and conditions of Article 12 herein, any failure of ECSC and the County Authority to pursue any other guarantor and/or any settlement or compromise of any claims against same; or (j) any other event, circumstance, act or omission whatsoever (except a “Lessor Default” an Authority Event of Default under the Stadium Lease or a “ECSC Default” or “County Default” an Authority Default under the CCA and except as provided in Section 3.4Development Agreement)) which might in any manner or to any extent vary the risk of the Guarantor or otherwise constitute a legal or equitable defense or discharge of a surety or guarantor responsible for the payment or performance of any of the Guaranteed Obligations (other than that the guaranteed obligations have been indefeasibly paid in full)Obligations; or (k) any failure of ECSC and the County Authority to pursue or exhaust any other rights or remedies.