Obligations Unconditional. The obligations of each Subsidiary Guarantor under Section 6.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 4 contracts
Sources: Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp), Credit Agreement (Genzyme Corp)
Obligations Unconditional. The obligations of each Subsidiary Guarantor of the Guarantors under Section 6.1 1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this AgreementTransaction Documents, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 6.2 3 that the obligations of the Subsidiary Guarantors each Guarantor hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in accordance with its terms. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Guarantor hereunder which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or any of the Notes Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to herein in the Purchase Agreements or therein the Transaction Documents shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any of the Notes Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to herein in the Purchase Agreements or therein the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or
(ivd) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail be determined to be perfected. The Subsidiary Guarantors hereby expressly waive diligencevoid or voidable (including, presentmentwithout limitation, demand for the benefit of paymentany creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security forwithout limitation, any creditor of the Guaranteed Obligationsany Guarantor).
Appears in 4 contracts
Sources: Guaranty Agreement (Optimus Healthcare Services, Inc.), Guaranty Agreement (Charge Enterprises, Inc.), Guaranty Agreement (Charge Enterprises, Inc.)
Obligations Unconditional. The obligations of each Subsidiary the Guarantor under Section 6.1 hereof this Guaranty constitute a present and continuing guaranty of payment and not collectability and are absolute absolute, unconditional and unconditional, joint and severalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this the Shelf Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors Guarantor hereunder shall be absolute absolute, unconditional and unconditional, joint and severalirrevocable, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors Guarantor hereunder which shall remain absolute and unconditional as described above:
(ia) at any time amendment or from time to time, without notice to modification of any provision of the Subsidiary Guarantors, the time for any performance of Shelf Agreement or compliance with any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or such performance of any furnishing or compliance shall be waivedacceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(iib) any waiver, consent, extension, granting of the acts mentioned time, forbearance, indulgence or other action or inaction under or in any of the provisions respect of this Agreement or the Notes Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(c) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other agreement Person or instrument referred to herein the properties or therein shall be done or omittedcreditors of any of them;
(iiid) the maturity occurrence of any Default or Event of the Guaranteed Obligations shall be acceleratedDefault under, or any of the Guaranteed Obligations shall be modified, supplemented invalidity or amended in any respectunenforceability of, or any right under this Agreement misrepresentation, irregularity or other defect in, the Shelf Agreement, the Notes or any other agreement agreement;
(e) any transfer of any assets to or instrument referred from the Company, including without limitation any transfer or purported transfer to herein the Company from any person, any invalidity, illegality of, or therein shall be waived inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any person, any change in the ownership of any shares of capital stock of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company;
(f) any default, failure or delay, willful or otherwise, on the part of the Company or any other guarantee person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Guaranteed Obligations Shelf Agreement, the Notes or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; orother agreement;
(ivg) any lien suit or security interest granted toother action brought by, or any judgment in favor of, any Agent beneficiaries or Agents creditors of, the Company or any Lender or Lenders as security other person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligenceShelf Agreement, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or any other agreement;
(h) any lack or limitation of status or of power, incapacity or disability of the other Loan Documents Company or any other agreement trustee or instrument referred to herein or therein, or against agent thereof; or
(i) any other Person under thing, event, happening, matter, circumstance or condition whatsoever, not in any other guarantee of, or security for, any of way limited to the Guaranteed Obligationsforegoing.
Appears in 3 contracts
Sources: Unconditional Parent Guaranty (RGC Resources Inc), Unconditional Parent Guaranty (RGC Resources Inc), Unconditional Parent Guaranty (RGC Resources Inc)
Obligations Unconditional. The (a) Upon effectiveness, the obligations of each Subsidiary the Guarantor under Section 6.1 hereof hereunder constitute a present and continuing guaranty of payment and not of collectibility and are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or thereinObligations, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors Guarantor hereunder shall shall, upon effectiveness, be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors Guarantor hereunder which shall remain absolute and unconditional as described above:
(i) at any time amendment or from time to time, without notice to the Subsidiary Guarantors, the time for modification of any performance provision of this Agreement or compliance with any of the Guaranteed Obligations shall be extendedTCW Sub Notes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the TCW Sub Notes or the granting of time in respect of such payment thereof, or such performance of any furnishing or compliance shall be waivedacceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the TCW Sub Notes;
(ii) any waiver, consent, extension, granting of the acts mentioned time, forbearance, indulgence or other action or inaction under or in any of the provisions respect of this Agreement or the Notes TCW Sub Notes, or any other agreement exercise or instrument referred to herein non-exercise of any right, remedy or therein shall be done power in respect hereof or omittedthereof;
(iii) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to Inland or any other Person or the maturity Properties or creditors of any of them;
(iv) the Guaranteed Obligations shall be acceleratedoccurrence of any Default or Event of Default under, or any of the Guaranteed Obligations shall be modified, supplemented invalidity or amended in any respectunenforceability of, or any right under misrepresentation, irregularity or other defect in, this Agreement or Agreement, the TCW Sub Notes or any other agreement Note Purchase Document;
(v) any transfer of any assets to or instrument referred from Inland, including without limitation any transfer or purported transfer to herein Inland from any Person, any invalidity, illegality of, or therein shall be waived inability to enforce, any such transfer or purported transfer, any consolidation or merger of Inland with or into any Person, any change in the ownership of any shares of capital stock or similar equity interests of Inland, or any change whatsoever in the objects, capital structure, constitution or business of Inland;
(vi) any default, failure or delay, willful or otherwise, on the part of Inland or any other guarantee Person to perform or comply with, or the impossibility or illegality of any of the Guaranteed Obligations performance by Inland or any security therefor shall be released other Person of, any term of this Agreement, the TCW Sub Notes or exchanged in whole or in part or otherwise dealt with; orany other Note Purchase Document;
(ivvii) any lien suit or security interest granted toother action brought by, or any judgment in favor of, any Agent beneficiaries or Agents creditors of, Inland or any Lender or Lenders as security other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, the Guaranteed Obligations shall fail TCW Sub Notes or any other Note Purchase Document;
(viii) any lack or limitation of status or of power, incapacity or disability of Inland or any trustee or agent thereof; or
(ix) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to be perfected. the foregoing.
(b) The Subsidiary Guarantors Guarantor hereby expressly waive unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that any Agent or any Lender Holder of a TCW Sub Note exhaust any right, power or remedy or proceed against the Company Inland under this Agreement or the TCW Sub Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinNote Purchase Document, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
(c) In the event that the Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Guarantor shall not exercise any subrogation or other rights hereunder or the TCW Sub Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against Inland, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the Holders of the TCW Sub Notes and shall forthwith be paid to such Holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Guarantor agrees that its obligations under this Section shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of Inland is rescinded or must be otherwise restored by any Holder of a TCW Sub Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.
(d) The guarantee in this Section is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs.
Appears in 3 contracts
Sources: Exchange and Note Issuance Agreement (Pengo Industries Inc), Exchange and Note Issuance Agreement (Inland Resources Inc), Exchange and Note Issuance Agreement (Inland Resources Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor under Section 6.1 hereof 3.01 constitute a guarantee of payment and to the fullest extent permitted by applicable law are absolute absolute, irrevocable and unconditional, unconditional and are joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Loan Parties under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the their respective Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense defense, set-off or counterclaim of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute absolute, irrevocable and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute absolute, irrevocable and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the their respective Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or released;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the their respective Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented supplemented, amended or amended partially terminated in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the their respective Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(iv) the Guaranteed Obligations at any time or from time to time shall exceed the amount of liability of such Subsidiary Guarantor;
(v) any security interest, guarantee or right of offset shall be sold off, exchanged, waived, surrendered or released; or
(ivvi) any lien or security interest granted to, or in favor of, any Agent or Agents or the Administrative Agent, any Lender or Lenders or any other Guaranteed Party as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, any Agent Lender or any Lender other Guaranteed Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or against any other Person under any other guarantee of, or security for, any of their respective Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Guaranteed Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Guaranteed Parties, and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Guaranteed Parties, until the payment and satisfaction in full of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 3 contracts
Sources: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 4.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Credit Documents or any other agreement or instrument referred documents relating to herein or thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances, but subject in any case to Sections 10.10 and 10.12. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement any of the Credit Documents, or other documents relating to the Notes Guaranteed Obligations or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Credit Documents or other documents relating to the Notes Guaranteed Obligations, or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit Documents and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement Credit Documents or any other documents relating to the Notes or the other Loan Documents Guaranteed Obligations or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee Guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than payment in full in cash of the Obligations (excluding contingent obligations as to which no claims have been made)), it being the intent of this Section 6.2 13.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein Loan Document shall be waived or any other guarantee Guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(ivd) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or against any other Person under any other guarantee Guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 3 contracts
Sources: Credit Agreement (Sonendo, Inc.), Credit Agreement (Sonendo, Inc.), Credit Agreement (Sonendo, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 14.1 are absolute and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 14.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(iI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to the Subsidiary GuarantorsWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED;
(iiII) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED;
(iiiIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt withOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR
(ivIV) any lien or security interest granted toANY LIEN OR SECURITY INTEREST GRANTED TO, or in favor ofOR IN FAVOR OF, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfectedAGENT, THE ISSUING BANK OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED. The Subsidiary Guarantors hereby expressly waive diligenceEACH GUARANTOR HEREBY EXPRESSLY WAIVES DILIGENCE, presentmentPRESENTMENT, demand of paymentDEMAND OF PAYMENT, protest and all notices whatsoeverPROTEST AND ALL NOTICES WHATSOEVER, and any requirement that any Agent or any Lender exhaust any rightAND ANY REQUIREMENT THAT AGENT, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinTHE ISSUING BANK OR ANY LENDER EXHAUST ANY RIGHT, or against any other Person under any other guarantee ofPOWER OR REMEDY OR PROCEED AGAINST BORROWERS OR ANY OTHER GUARANTOR HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN, or security forOR AGAINST ANY OTHER PERSON UNDER ANY OTHER GUARANTEE OF, any of the Guaranteed ObligationsOR SECURITY FOR, ANY OF THE OBLIGATIONS, AND HEREBY WAIVE THE BENEFITS OF DIVISION AND DISCUSSION.
Appears in 3 contracts
Sources: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company Borrower or any Obligor (other than such Subsidiary Guarantor) Guarantor under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by all applicable lawLaws, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 13.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(ivd) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower or any other Subsidiary Guarantor under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Oyster Point Pharma, Inc.), Credit Agreement (Oyster Point Pharma, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 11.09. The Subsidiary Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Global Eagle Entertainment Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 4.1 hereof are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company Credit Documents or any Obligor (other than such Subsidiary Guarantor) under this AgreementHedging Agreements, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Guarantor hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this any of the Credit Documents, any Hedging Agreement or the Notes or any other agreement or instrument referred to herein in the Credit Documents or therein Hedging Agreements shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Credit Documents, any Hedging Agreement or the Notes or any other agreement or instrument referred to herein in the Credit Documents or therein Hedging Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest Lien granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent perfected or any Lender exhaust any right, power shall be released or remedy discharged in whole or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, in part; or
(v) any of the Guaranteed ObligationsObligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).
Appears in 2 contracts
Sources: Credit Agreement (Amerisource Distribution Corp), Credit Agreement (Amerisource Distribution Corp)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(e) the release of any other Guarantor pursuant to Section 11.09. The Subsidiary Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Jason Industries, Inc.), Second Lien Credit Agreement (Jason Industries, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 7.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable requirements of law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(ivd) the release of any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail other Guarantor pursuant to be perfectedSection 7.9. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinAgreement, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Lender upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Lender, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by Lender or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Gsi Commerce Inc), Stock Purchase Agreement (Gsi Commerce Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.9, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, any Agent or Agents an Issuing Lender or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(e) the release of any other Guarantor pursuant to Section 11.9. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company any Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against any Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 6.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any the Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Third Amended and Restated Credit Agreement (Cornell Corrections Inc), Credit Agreement (Cornell Corrections Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor GATX Rail under Section 6.1 2.01 hereof are absolute and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Credit Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, and irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.02 that the obligations of the Subsidiary Guarantors GATX Rail hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors GATX Rail hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary GuarantorsGATX Rail, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors GATX Rail hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower under this the Credit Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Gatx Financial Corp), Credit Agreement (Gatx Financial Corp)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 4.1 hereof are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company Credit Documents or any Obligor (other than such Subsidiary Guarantor) under this AgreementHedging Agreements, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Guarantor hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this any of the Credit Documents, any Hedging Agreement or the Notes or any other agreement or instrument referred to herein in the Credit Documents or therein Hedging Agreements shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Credit Documents, any Hedging Agreement or the Notes or any other agreement or instrument referred to herein in the Credit Documents or therein Hedging Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest Lien granted to, or in favor of, any the Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Company under this Credit Documents, any Hedging Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein in the Credit Documents or thereinHedging Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Access Worldwide Communications Inc), Credit Agreement (Worldtex Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors and, as applicable, the Borrower under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and performance of Guaranteed Obligations and, to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, and joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Guaranteed Obligations under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations guarantor (except for payment in full of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuaranteed Obligations (other than contingent indemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder Credit Parties hereunder, which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary GuarantorsCredit Parties, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, the Issuing Bank or any Lender, Agent or Agents or any Lender or Lenders other Secured Party as security for any of the Guaranteed Obligations shall fail to be valid and perfected;
(e) any exercise of remedies with respect to any security for the Guaranteed Obligations (including, without limitation, any collateral, including the Collateral securing or purporting to secure any of the Guaranteed Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Credit Party would otherwise have and without limiting the generality of the foregoing but other than with respect to any rights expressly set forth herein or in any other Loan Document, each Credit Party hereby expressly waives any and all benefits which might otherwise be available to such Credit Party in its capacity as a guarantor under applicable law; or
(f) the release of any other Guarantor pursuant to Section 9.10. The Subsidiary Guarantors Credit Parties hereby expressly waive waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoeverwhatsoever (other than any notices expressly required herby or by any other Loan Document), and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower or any other Credit Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Credit Parties waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and/or the Guarantors on the one hand and the Secured Parties on the other hand shall likewise be presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance of the Guaranteed Obligations without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Credit Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or any other Credit Party or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Credit Parties and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: Credit Agreement (Jamf Holding Corp.), Credit Agreement (Juno Topco, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor of the Borrowers under Section 6.1 hereof 9.1 are continuing, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrowers under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed ObligationsObligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the Agent or the Lenders, and, to the fullest extent permitted by applicable law, law irrespective of any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) that might otherwise constitute constitute, or might be construed to constitute, a legal or equitable discharge or defense defense, setoff or counterclaim of a surety the other Borrowers for the Obligations, or guarantorthe Borrowers under this Article IX, in bankruptcy or in any other instance, it being the intent of this Section 6.2 9.2 that the obligations of each of the Subsidiary Guarantors hereunder Borrowers under this Article IX shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of each of the Subsidiary Guarantors hereunder Borrowers under this Article IX which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary GuarantorsBorrowers, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Credit Agreement or the Notes or any other Credit Document or agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any the Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors Each of the Borrowers waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Lender upon this cross guaranty or acceptance of this cross guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this cross guaranty; and all dealings between any of the Borrowers, on the one hand, and the Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this cross guaranty. Each of the Borrowers hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Agent or any Lender exhaust any right, power or remedy or proceed against the Company any Borrower under this Credit Agreement or the Notes or the other Loan Documents or any other Credit Document or agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. When pursuing its rights and remedies under this Article IX against a Borrower, the Agent and each Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the other Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from the other Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of setoff, or any release of the other Borrowers or any such other Person or of any such collateral security, guarantee or right of setoff, shall not relieve the Borrowers of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent and the Lenders against the Borrowers.
Appears in 2 contracts
Sources: Credit Agreement (Spinnaker Industries Inc), Credit Agreement (Lynch Corp)
Obligations Unconditional. (a) The obligations of each Subsidiary Guarantor the Terra Guarantors under Section 6.1 hereof 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Terra Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 8.02 that the obligations of the Subsidiary Terra Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. .
(b) The obligations of the TNLP Guarantors under Section 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of TNLP under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the TNLP Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 8.02 that the obligations of the TNLP Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances.
(c) Without limiting the generality of the foregoingforegoing clauses (a) and (b), it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, the Administrative Agent, any Agent or Agents Issuing Bank or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, any Agent Issuing Bank or any Lender exhaust any right, power or remedy or proceed against the Company either Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Terra Industries Inc), Credit Agreement (Terra Industries Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11(a) are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company Note or any Obligor (other than such Subsidiary Guarantor) under this AgreementRelated Document, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 11(b) that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Maker or any other Guarantor for amounts paid under this Section 11 until such time as the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Secured Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement any of the Note or the Notes any Related Document, or any other agreement or instrument referred to herein in the Note or therein Related Documents shall be done or omitted;
(iii) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Note or the Notes Related Documents, or any other agreement or instrument referred to herein in the Note or therein Related Documents shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders the Payee as security for any of the Guaranteed Secured Obligations shall fail to attach or be perfected; or
(v) any of the Secured Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender the Payee exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement Note or the Notes or the other Loan Documents Related Documents, or any other agreement or instrument referred to herein in the Note or thereinRelated Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Secured Obligations.
Appears in 2 contracts
Sources: Secured Promissory Note and Guaranty Agreement (Greenbrook TMS Inc.), Secured Promissory Note and Guaranty Agreement (Neuronetics, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 4.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this AgreementNote Documents, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and all Delayed Draw Note Commitments have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or any of the Notes Note Documents, or any other agreement or instrument referred to herein or therein in the Note Documents shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any of the Notes Note Documents, or any other agreement or instrument referred to herein or therein in the Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any the Collateral Agent or Agents or any Lender or Lenders Purchaser as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Collateral Agent or any Lender Purchaser exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement or the Notes or the other Loan Documents Note Documents, or any other agreement or instrument referred to herein or thereinin the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Note Purchase Agreement (OptiNose, Inc.), Note Purchase Agreement (OptiNose, Inc.)
Obligations Unconditional. The obligations of each Subsidiary the Guarantor under Section 6.1 hereof are 9.01 (Guarantee) shall be continuing, irrevocable, primary, absolute and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Financing Document or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 9.02 that the obligations of the Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter alter, limit or impair the liability of the Subsidiary Guarantors hereunder Guarantor hereunder, which shall remain absolute and unconditional unconditional, as described above, without regard to and not be released, discharged or in any way affected (whether in full or in part) by:
(ia) at any time modification or from time to timeamendment (including, without notice to the Subsidiary Guarantorslimitation, by way of amendment, extension, renewal, novation or waiver), or any acceleration or other change in the time for any payment or performance of the terms of all or compliance with any part of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Financing Document or any other agreement or instrument referred to herein or therein shall be done or omittedwhatsoever relating thereto;
(iiib) the maturity of any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the Guaranteed Obligations shall be accelerated, or any liability of the Guaranteed Obligations shall be modified, supplemented Guarantor hereunder or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or of any other guarantee of all or any part of the Guaranteed Obligations;
(c) any exchange, substitution, release, non-perfection or impairment of any collateral securing payment of any Guaranteed Obligation;
(d) any release of any other Person (including, without limitation, any other guarantor with respect to the Guaranteed Obligations) from any personal liability with respect to all or any part of the Guaranteed Obligations;
(e) any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as applicable law may dictate, of all or any part of the Guaranteed Obligations or any security therefor shall be released other guarantee of (including, without limitation, any letter of credit issued with respect to) all or exchanged in whole or in any part or otherwise dealt with; orof the Guaranteed Obligations;
(ivf) any lien agreement not to pursue or security interest granted toenforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in favor ofrespect of any Guaranteed Obligation, any Agent guarantee or Agents other liability in respect thereof or any Lender collateral or Lenders as other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any liens in any such collateral or other security;
(g) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any collateral or other security for any Guaranteed Obligation or for any guarantee or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable;
(h) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement obligations of the Loan Parties or instrument referred to herein or therein, or against any other Person under directly or indirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any such application;
(i) any other guarantee circumstance that might otherwise constitute a legal or equitable discharge of, or security fora defense, set-off or counterclaim available to the Loan Parties, the Guarantor or a surety or guarantor generally, other than irrevocable payment, performance, satisfaction or discharge in full (in accordance with the terms of the applicable Financing Document);
(j) the giving of any consent to the merger or consolidation or, the sale of substantial assets by, or other restructuring or termination of the existence of the Loan Parties or any other Person or any disposition of any shares of the Guarantor; or
(k) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation. The Guarantor acknowledges and agrees that the Guaranteed Obligations include interest on the Guaranteed Obligations at the applicable rate therefor under the Financing Documents, which accrues after the commencement of any such proceeding (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such Guaranteed Obligations include the interest which would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced), since it is the intention of the parties that the amount of the Guaranteed Obligations which is guaranteed by the Guarantor should be determined without regard to any rule of law or order which may relieve a Loan Party of any portion of the Guaranteed Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Collateral Agent, or allow the claim of the Collateral Agent in respect of, interest which would have accrued after the date on which such proceeding is commenced.
(l) Should any money due or owing hereunder not be recoverable from the Guarantor for any reason, whether by operation of law or otherwise, then, in any such case, such money shall nevertheless be recoverable by the Collateral Agent from the Guarantor as though the Guarantor were the principal debtor in respect thereof and not merely a guarantor and shall be paid by the Guarantor forthwith.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Renewable Energy Group, Inc.), Revolving Credit Agreement (Renewable Energy Group, Inc.)
Obligations Unconditional. (a) The obligations of each Subsidiary Guarantor the Member Guarantors under Section 6.1 hereof 2.01 are absolute joint and several and constitute a present and continuing guaranty of payment and not collectibility and are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this the Note and Guarantee Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.02 that the obligations of the Subsidiary Member Guarantors hereunder shall be absolute absolute, irrevocable and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Member Guarantor hereunder which shall remain absolute absolute, irrevocable and unconditional as described above:
(i1) at any time amendment or from time to time, without notice to modification of any provision of the Subsidiary Guarantors, the time for any performance of Note and Guarantee Agreement or compliance with any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or such performance of any furnishing or compliance shall be waivedacceptance of security or any additional guarantee or any release of any security or guarantee (including the release of any other Member Guarantor as contemplated by Section 5.07) so furnished or accepted for any of the Notes;
(ii2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the acts mentioned Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Parent Guarantor, the Company, the Guarantor or any other Person or the properties or creditors of any of them;
(4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement;
(5) any transfer or purported transfer of any assets to or from the Parent Guarantor, the Company or the Guarantor, including without limitation, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the Company or the Guarantor with or into any Person, any change in the ownership of any shares of capital stock or other equity interests of the Parent Guarantor, the Company or the Guarantor, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Company or the Guarantor;
(6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Company or the Guarantor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Parent Guarantor, the Company or the Guarantor or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement;
(7) any suit or other action brought by, or any judgment in favour of, any beneficiaries or creditors of, the Parent Guarantor, the Company or the Guarantor or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the provisions Note and Guarantee Agreement, the Notes, any other Member Guarantee given by another Member Guarantor or any other agreement;
(8) any lack or limitation of status or of power, incapacity or disability of the Parent Guarantor, the Company or the Guarantor or any trustee or agent thereof; or
(9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations).
(b) The guarantee under this Section 2 is a guarantee of payment and not collectibility and each Member Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any requirement that any Holder exhaust any right, power or remedy against the Parent Guarantor, the Company or the Guarantor under the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be acceleratedtherein, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or against any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinMember Guarantor, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
(c) In the event that any Member Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Member Guarantor shall not exercise any subrogation or other rights hereunder or, under the Notes or under the Note and Guarantee Agreement and such Member Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Parent Guarantor, the Company, the Guarantor or any other Member Guarantor, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to any Member Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Member Guarantor agrees that its obligations under this Deed of Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company is rescinded or must be otherwise restored by any Holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and indemnity and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. This Section 2 is a principal and independent obligation and, except for stamp duty purposes, is not ancillary or collateral to another document, agreement, right or obligation. If an event permitting or causing the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Guarantor or the Company or any other Person of a case or proceeding under a bankruptcy or insolvency law, each Member Guarantor agrees that, for purposes of this Deed of Guarantee and its obligations hereunder, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the Holders had accelerated the same in accordance with the terms of the Note and Guarantee Agreement, and each Member Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amount and any other amounts guaranteed hereunder without further notice or demand.
Appears in 2 contracts
Sources: Amendment No. 1 and Guarantee Agreement (News Corp), Deed of Guarantee (News Corp)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Account Parties under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release release, non-perfection or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 Article that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancescircumstances (and any defenses arising from the foregoing are hereby waived to the extent permitted by applicable law). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;; or
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) and any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of other defenses arising from the Guaranteed Obligations shall fail foregoing are hereby waived to be perfectedthe extent permitted by applicable law. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against the Company any Account Party under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Xl Group PLC), Credit Agreement (Xl Group PLC)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 14.1 are absolute and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 14.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(iI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to the Subsidiary GuarantorsWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED;
(iiII) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED;
(iiiIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt withOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR
(ivIV) any lien or security interest granted toANY LIEN OR SECURITY INTEREST GRANTED TO, or in favor ofOR IN FAVOR OF, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligenceAGENT, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed ObligationsTHE ISSUING BANK OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED.
Appears in 2 contracts
Sources: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 4.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this AgreementNote Documents, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Note Purchase Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or any of the Notes Note Documents, or any other agreement or instrument referred to herein or therein in the Note Documents shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any of the Notes Note Documents, or any other agreement or instrument referred to herein or therein in the Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any Agent or Agents or any Lender or Lenders Secured Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender the Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement or the Notes or the other Loan Documents Note Documents, or any other agreement or instrument referred to herein or thereinin the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Note Purchase Agreement (Puma Biotechnology, Inc.), Note Purchase Agreement (Osmotica Pharmaceuticals PLC)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower and the Restricted Subsidiaries under this Agreement, the other Loan Documents, the Secured Hedge Agreements, the Treasury Services Agreements, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents an L/C Issuer or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 11.10. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower or any Restricted Subsidiary under this Agreement or the Notes or Agreement, the other Loan Documents Documents, the Secured Hedge Agreements, the Treasury Services Agreements or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Restricted Subsidiaries and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or the Restricted Subsidiaries or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, Obligations and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full (other than contingent indemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or Agreement, the Notes Notes, if any, the other Loan Documents or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, any Lender or Agent or Agents or any Lender or Lenders other Secured Party as security for any of the Guaranteed Obligations shall fail to be perfectedvalid, perfected or have the priority required under the Loan Documents; or
(e) the release of any other Subsidiary Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower or any other Subsidiary Guarantor(s) under this Agreement or Agreement, the Notes or Notes, if any, the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, any Agent or Agents an L/C Issuer or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(e) the release of any other Guarantor pursuant to Section 11.09. The Subsidiary Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Jason Industries, Inc.), First Lien Credit Agreement (Jason Industries, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents an L/C Issuer or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 11.09. The Subsidiary Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement (Global Eagle Entertainment Inc.), Credit Agreement (Global Eagle Entertainment Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder (and each Guarantor hereby also waives to the extent permitted by Law any defenses it may have arising from the following), which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above.
(v) any Lien or security interest granted to, or in favor of, any Agent or Agents an L/C Issuer or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(vi) the release of any other Guarantor pursuant to Section 11.10. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 2 contracts
Sources: Credit Agreement (Beasley Broadcast Group Inc), Credit Agreement (Beasley Broadcast Group Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 4.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company Loan Documents, Secured Swap Agreements, Secured Treasury Management Agreements or any Obligor (other than such Subsidiary Guarantor) under this AgreementForeign Currency Agreements, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any Law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, any Foreign Currency Agreement or the Notes or any other agreement or instrument referred to herein in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or therein such Foreign Currency Agreements shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or the Notes any Foreign Currency Agreement, or any other agreement or instrument referred to herein in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or therein such Foreign Currency Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Company under this Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or the Notes or the other Loan Documents any Foreign Currency Agreement, or any other agreement or instrument referred to herein in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or thereinsuch Foreign Currency Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 2 contracts
Sources: Credit Agreement (Shiloh Industries Inc), Credit Agreement (Shiloh Industries Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.1 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:: *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission
(iA) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iiB) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiiC) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Financing Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.9, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivD) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or of any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(E) the release of any other Guarantor pursuant to Section 11.9 or otherwise. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations.. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission
Appears in 1 contract
Sources: Loan Agreement (Vivint Solar, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor under Section 6.1 2.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Purchase Agreement, the Notes, the other Loan Documents Bridge Notes or any other agreement or instrument (including, without limitation, any other Transaction Agreement) referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed ObligationsObligations or for the obligations of any Guarantor hereunder, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.02 that the obligations of the Subsidiary Guarantors each Guarantor hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Guarantor hereunder which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this the Purchase Agreement or the Bridge Notes or any other agreement or instrument referred to herein or therein (including, without limitation, any other Transaction Agreement) shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this the Purchase Agreement or the Bridge Notes or any other agreement or instrument referred to herein or therein (including, without limitation, any other Transaction Agreement) shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(ivd) any lien or lien, security interest or other encumbrance or charge (collectively, a "Lien") granted to, or in favor of, any the Agent or Agents any Purchaser or any Lender or Lenders Purchasers as security for any of the Guaranteed Obligations or as security for the obligations of the Guarantor hereunder shall be released, exchanged, enforced or shall fail to be perfected. The Subsidiary Guarantors Except as expressly provided in this Agreement, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Agent or any Lender Purchaser exhaust any right, power or remedy or to proceed against the Company under this the Purchase Agreement or the Bridge Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereintherein (including, without limitation, any other Transaction Agreement), or against any other Person person under any other guarantee of, or security for, any of the Guaranteed ObligationsObligations or any of the obligations of any Guarantor hereunder.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Guaranteed Obligations under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations Guarantor (except for payment in full of the Subsidiary Guarantors hereunder shall be absolute Guaranteed Obligations with respect to the Secured Obligations set forth in clauses (a) and unconditional, joint and several, under any and all circumstances(b) of the definition thereof). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement Agreement, the other Loan Documents or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Secured Party as security for any of the Guaranteed Obligations shall fail to be perfected. valid, perfected or to have the priority required under the Loan Documents; or
(e) the release of any other Guarantor pursuant to Section 7.10.
(f) The Subsidiary Guarantors hereby expressly waive waive, to the fullest extent permitted by applicable Legal Requirements, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower or any Guarantor under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the fullest extent permitted by applicable Legal Requirements, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations, notice of acceleration, notice of intent to accelerate and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors waive, to the fullest extent permitted by applicable Legal Requirements, any right to which it may be entitled to be released from its obligations hereunder pursuant to Article 2362 of the Civil Code of Quebec, and any rights to the benefits of Article 2363 of the Civil Code of Quebec, such that its obligations created herein are not attached to the performance of any special duties. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall be primary and shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. The Guarantors hereby expressly waive and renounce to the benefits of division and discussion and Article 2353 of the Civil Code of Quebec. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Internap Corp)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Members, Applicable Pledgor, Sponsor Partner and CIP Partner under Section 6.1 hereof 2.01 are several and not joint and are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity validity or enforceability of the obligations of the Company this Agreement or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Financing Document or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of of, or security for for, any of the Guaranteed Obligations, shall not be affected by the occurrence of any Default or Event of Default, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety their undertakings hereunder (other than the defense of payment or guarantorperformance), it being the intent of this Section 6.2 2.02 that the obligations of the Subsidiary Guarantors each Member hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors each Member, Applicable Pledgor, Sponsor Partner and CIP Partner hereunder which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Member, Applicable Pledgor, Sponsor Partner or CIP Partner, the time for any performance of of, or compliance with with, any of the Guaranteed Obligations or any of the Obligations of the Borrower shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes any Financing Document or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, waived, supplemented or amended in any respect, or any right under this Agreement or the Notes any Financing Document or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Secured Party as security for any of the Guaranteed Obligations (including Liens intended to be created by the Security Documents) or any of the Obligations of the Borrower shall fail to be perfectedperfected or shall be released;
(e) the performance or failure to perform by any Member, Applicable Pledgor, Sponsor Partner or CIP Partner (other than such Person) of its obligations hereunder, or under any other agreement, or the condition (financial, legal or otherwise), affairs, status, nature or actions of the Borrower;
(f) the voluntary or involuntary liquidation, dissolution, sale of assets, marshalling of assets and liabilities, receivership, conservatorship, custodianship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, readjustment or similar proceeding affecting any Person;
(g) any defense of setoff or counterclaim that may at any time be available to or asserted by any Member, any Member Guarantor, Applicable Pledgor, Sponsor Partner, CIP Partner, the Borrower or any Affiliates of any Member or the Borrower against the Collateral Agent, the Administrative Agent, any Secured Party or any other Person under any Financing Document;
(h) any taking, release or amendment or waiver of or consent to departure from any other guarantee, this Agreement or any of the Obligations under this Agreement; and
(i) any other circumstances (including any statute of limitations), any act or omission by the Borrower or any existence of or reliance on any representation by the Collateral Agent, the Administrative Agent, the Borrower, Applicable Pledgor, Sponsor Partner, CIP Partner or any other Secured Party that might otherwise constitute a defense available to, or discharge of, any guarantor or surety, defense of payment or performance of the applicable amounts due under this Agreement or any other Financing Document (other than the defense that such Member has performed its obligations hereunder or that the underlying obligation has been performed or that this Agreement has terminated). The Subsidiary Guarantors To the extent permitted by Applicable Law, each Member, Applicable Pledgor, Sponsor Partner and CIP Partner hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever (other than any notices required under this Agreement) and any requirement that any Agent or any Lender other Secured Party or any party to a Transaction Document exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the Agreement, any other Loan Documents Transaction Document or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors AMERICAS 94626185 hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, any Agent or Agents an L/C Issuer or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(e) the release of any other Guarantor pursuant to Section 11.09. The Subsidiary Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: First Lien Credit Agreement (Jason Industries, Inc.)
Obligations Unconditional. The Subject to Section 10.09, the ------------------------- obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 10.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by Credit Agreement ---------------- - 66 - applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 10.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, but subject to Section 10.09, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Loan Parties under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrowers under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Loan Party (except for payment in full or an amendment or waiver adopted in accordance with Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under 10.02 or any and all circumstancesother express provision set forth in a Loan Document). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors Loan Parties hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary GuarantorsLoan Parties, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents Issuing Bank or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Loan Party pursuant to Section 7.09, Section 10.02 or Section 10.16. The Subsidiary Guarantors Loan Parties hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrowers under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Loan Parties waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Loan Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Loan Parties and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding until Payment in Full thereof (other than any amendment or waiver adopted in accordance with Section 10.02 or any other express provision set forth in a Loan Document).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (PBF Holding Co LLC)
Obligations Unconditional. (a) The obligations of each Subsidiary Guarantor under Section 6.1 hereof 2.01 constitute a present and continuing guaranty of payment and performance and not collectibility and are absolute absolute, unconditional and unconditional, joint and severalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this the Note and Guarantee Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of of, or security for for, any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.02 that the obligations of the each Subsidiary Guarantors Guarantor hereunder shall be absolute absolute, unconditional and unconditional, joint and severalirrevocable, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the any Subsidiary Guarantors Guarantor hereunder which shall remain absolute and unconditional as described above:
(i1) at any amendment or modification of any provision of the Note and Guarantee Agreement, the Notes or any assignment, transfer or assumption thereof (including any novation pursuant to Section 26 of the Note and Guarantee Agreement), including, without limitation, any increase in the interest rate on, principal amount of or Make-Whole Amount or Net Loss in respect of, the Notes, the renewal or extension of the time of payment of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee (including any addition or release of any other Subsidiary Guarantor) so furnished or accepted for the Notes;
(2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other Person or the properties or creditors of any of them;
(4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement;
(5) any transfer of any assets to or from time to timethe Parent Guarantor, the Guarantor or the Company, including, without notice limitation, any transfer or purported transfer to the Subsidiary GuarantorsParent Guarantor, the time Guarantor or the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the Guarantor or the Company with or into any Person, any change in the ownership of any shares of capital stock of the Parent Guarantor, the Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Guarantor or the Company;
(6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Guarantor or the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement;
(7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any performance reason whatsoever, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes or compliance with any other agreement;
(8) any lack or limitation of the status or the power of, or the incapacity or disability of, the Parent Guarantor, the Guarantor or the Company or any trustee or agent thereof; or
(9) any novation by the Company pursuant to Section 26 of the Note and Guarantee Agreement; or
(10) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full in cash of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;Obligations).
(iib) Each Subsidiary Guarantor hereby unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever and any of requirement that any holder proceed against or exhaust any right, power or remedy against the acts mentioned in any of Parent Guarantor, the provisions of this Guarantor or the Company under the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity including, without limitation, marshalling of any of the Guaranteed Obligations shall be acceleratedassets), or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or against any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinGuarantor, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
(c) In the event that any Subsidiary Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Subsidiary Guarantor shall not exercise any subrogation or other rights hereunder, under the Notes or under the Note and Guarantee Agreement, and such Subsidiary Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights and all other remedies that it may have against the Parent Guarantor, the Guarantor or the Company or any other Subsidiary Guarantor in respect of any payment made hereunder, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders and shall forthwith be paid to the holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Subsidiary Guarantor agrees that its obligations under this Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company to any holder is rescinded or must be otherwise restored by any holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing, and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Guarantor or the Company or any other Person of a case or proceeding under a bankruptcy or insolvency law, each Subsidiary Guarantor agrees that, for purposes of this Guarantee and its obligations hereunder, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders had accelerated the same in accordance with the terms of the Note and Guarantee Agreement, and such Subsidiary Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amount, any Net Loss and any other amounts guaranteed hereunder without further notice or demand.
Appears in 1 contract
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 6.02 that the obligations of each of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any of the Subsidiary Guarantors hereunder hereunder, which liabilities shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations (including the Guarantee hereunder of any other Subsidiary Guarantor) or any security therefor shall be released or exchanged in whole or in part or Exhibit 10.1 otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor under Section 6.1 hereof are absolute covenants to and unconditional, joint agrees with Independence and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, andits successors and permitted assigns that, to the fullest extent permitted by applicable law, irrespective its obligations under this Guaranty are irrevocable, absolute and unconditional, shall remain in full force and effect, and shall not be impaired or affected by, or be subject to, any reduction, termination or other impairment by set-off, deduction, counterclaim, recoupment, interruption or otherwise, and Guarantor shall have no right to terminate this Guaranty or to be released, relieved or discharged, in whole or in part, from its performance or payment obligations referred to in this Guaranty for any reason whatsoever (other than the performance and payment in full of the Guaranteed Obligations), including (a) any amendment, supplement or modification to, waiver of, consent to or departure from, or failure to exercise any right, remedy, power or privilege under or in respect of, the Energy Management Agreement, the Guaranteed Obligations or any other agreement or instrument relating thereto, (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 the Energy Managers, or any rejection of any of the Guaranteed Obligations in connection with any Proceeding (as defined in Section 3 below) or any disallowance of all or any portion of any claim by Independence, its successors or permitted assigns in connection with any Proceeding, (c) any lack of genuineness, legality, *** CONFIDENTIAL TREATMENT REQUESTED *** 39 validity, regularity, enforceability or value of the Energy Management Agreement, any of the Guaranteed Obligations, or any other agreement or instrument relating thereto, (d) the failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any person, (e) any substitution, modification, exchange, release, settlement or compromise of any security or collateral for or guaranty of any of the Guaranteed Obligations or failure to apply such security or collateral or failure to enforce such guaranty or (f) any other event or circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the payment in full of the Guaranteed Obligations and any defenses available to the Energy Managers under the Energy Management Agreement), it being the intent of Guarantor that its obligations under this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder Guaranty shall be irrevocable, unconditional and absolute and unconditional, joint and several, under any and all circumstances, except as expressly provided herein. Without limiting This Guaranty and the generality obligations of Guarantor hereunder shall continue to be effective or be automatically reinstated, as the foregoingcase may be, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(i) if at any time any payment by or from time to timeon behalf of the Energy Managers is rescinded or must otherwise be restored by Independence, without notice its successors or permitted assigns for any reason, including, but not limited to, as a result of any Proceeding with respect to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Energy Managers or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be acceleratedperson, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligationsthough such payment had not been made.
Appears in 1 contract
Sources: Energy Management Agreement (Sithe Independence Power Partners Lp)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 3.01 are irrevocable, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 3 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances, other than, in each case, the satisfaction in full of the Guaranteed Obligations. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or Agreement, the Notes other Debt Documents or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or Agreement, the Notes other Debt Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(ivd) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Secured Party as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoeverwhatsoever (except as expressly required by this Agreement or any other Debt Document), and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or Agreement, the other Loan Debt Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guarantee, Pledge and Security Agreement (TCP Capital Corp.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 4.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this AgreementLoan Documents, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Term Loan Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or any of the Notes Loan Documents, or any other agreement or instrument referred to herein or therein in the Loan Documents shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any of the Notes Loan Documents, or any other agreement or instrument referred to herein or therein in the Loan Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement or the Notes or the other Loan Documents Documents, or any other agreement or instrument referred to herein or thereinin the Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Relypsa Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrowers under this Agreement, the Secured Hedge Agreements, Treasury Services Obligations, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents an L/C Issuer or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 11.10. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrowers under this Agreement Agreement, the Secured Hedge Agreements, Treasury Services Obligations or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (CONDUENT Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 4.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this AgreementNote Documents, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Note Purchase Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above::
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or any of the Notes Note Documents, or any other agreement or instrument referred to herein or therein in the Note Documents shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any of the Notes Note Documents, or any other agreement or instrument referred to herein or therein in the Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any Agent or Agents or any Lender or Lenders Secured Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender the Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement or the Notes or the other Loan Documents Note Documents, or any other agreement or instrument referred to herein or thereinin the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 2.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Solutia Credit Agreement, the NotesAstaris Guaranty Agreement, the other Loan Documents Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the NON-SHARING SECURITY AND GUARANTEE AGREEMENT foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or in respect of the Notes Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any the Collateral Agent or Agents or any Lender or Lenders other Secured Party as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Collateral Agent, either Administrative Agent, any Solutia Lender, any Astaris Lender, any Co-gen Purchaser or the Co-gen Agent or any Lender exhaust any right, power or remedy or proceed against any Borrower under or in respect of the Company under this Agreement or Solutia Credit Agreement, the Notes or Astaris Guaranty Agreement, the other Loan Documents Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 4.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company Loan Documents, Secured Swap Agreements, Secured Treasury Management Agreements or any Obligor (other than such Subsidiary Guarantor) under this AgreementForeign Currency Agreements, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, any Foreign Currency Agreement or the Notes or any other agreement or instrument referred to herein in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or therein such Foreign Currency Agreements shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or the Notes any Foreign Currency Agreement, or any other agreement or instrument referred to herein in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or therein such Foreign Currency Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Company under this Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or the Notes or the other Loan Documents any Foreign Currency Agreement, or any other agreement or instrument referred to herein in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or thereinsuch Foreign Currency Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 8.1 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company Credit Documents, Secured Hedge Agreements, Secured Treasury Management Agreements or any Obligor (other than such Subsidiary Guarantor) under this Agreement, documents relating to the Notes, the other Loan Documents or any other agreement or instrument referred to herein or thereinObligations, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 8.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Section 8 until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this any of the Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement or other documents relating to the Notes Guaranteed Obligations or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement or other documents relating to the Notes Guaranteed Obligations, or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement Credit Documents or any other documents relating to the Notes or the other Loan Documents Guaranteed Obligations or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each CREDIT AGREEMENT the Subsidiary Guarantor Guarantors under Section 6.1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 6.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.CREDIT AGREEMENT
Appears in 1 contract
Sources: Credit Agreement (Panavision Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor under Section 6.1 hereof Maguire and the Maguire Members hereunder are absolute and unconditionalunconditi▇▇▇▇, joint and several, irrespective of the value, ▇rrespecti▇▇ ▇▇ ▇he genuineness, validity, regularity or enforceability of the obligations of the Company Operating Agreement or any Obligor (other than such Subsidiary Guarantor) under this AgreementTransaction Document, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed ObligationsManaging Member Interests, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that (including, without limitation, personal defenses of the Company, Maguire, any Maguire Member or any other Person) which might otherwise constitute a legal otherwi▇▇ ▇▇▇▇titute ▇ ▇▇▇▇l or equitable discharge or defense of a surety surety, Maguire or guarantorthe Maguire Members, it being the intent of this Section 6.2 that ▇ ▇▇▇▇ the obligations obli▇▇▇▇▇▇▇ of Maguire and the Subsidiary Guarantors Maguire Members hereunder shall be absolute and unconditionalunco▇▇▇▇▇▇▇al under ▇▇▇ ▇▇▇ all circumstances (subject to the conditions described herein). This is an assurance of payment and not of collection and provided a Put Event has occurred, joint upon the failure of Maguire or the Maguire Member to close the Put Purchase or any other ▇▇▇▇▇▇t in res▇▇▇▇ ▇▇ the Put Purchase, RECP may, at its option, proceed directly and severalat once, under without notice, against Maguire and the Maguire Members and recover the full amount of the l▇▇▇▇▇▇▇y hereund▇▇ ▇▇ ▇ny portion thereof, without proceeding against any and all circumstancesother person, selling or otherwise disposing of the Managing Member Interests. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Maguire and the Subsidiary Guarantors hereunder Maguire Members hereunder, which shall remain absolute and unconditional as absolu▇▇ ▇▇▇ unconditi▇▇▇▇ ▇▇ described above:
(ia) at any time or from time to time, without notice to Maguire or the Subsidiary GuarantorsMaguire Members, the time for any performance of or compliance c▇▇▇▇▇▇▇ce with any of the Guaranteed Obligations ▇▇▇ ▇▇▇ Purchase shall be extended, or such performance or compliance shall be waived, or any obligation of the Company or any other party under the Operating Agreement or any other Transaction Document shall be renewed, settled, compromised or released, by operation of law or otherwise;
(iib) subject to the provisions hereof expressly contemplating such circumstances, any bankruptcy, insolvency, reorganization or similar proceeding affecting any of the Companies or any Maguire Member, or the release or discharge of any obligation of any of the Companies, any Maguire Member or any such other Person as a result of any such proceeding;
(c) any of the acts mentioned required or contemplated in any of the provisions of this the Operating Agreement or the Notes any other Transaction Document or any other agreement or instrument referred to herein or therein shall be done performed or omitted;
(iiid) the maturity of any of the Guaranteed Obligations a Trigger Event shall be acceleratedoccur, or any of the Guaranteed Obligations Managing Member Interests shall be modified, supplemented or amended in any respect, or any right under this the Operating Agreement or the Notes any other Transaction Document or any other agreement or instrument referred to herein or therein shall be amended, waived or modified or the Operating Agreement or any other guarantee of any of the Guaranteed Obligations Transaction Document shall have been amended or any security therefor shall be released or exchanged in whole or in part or otherwise dealt withmodified; or
(ive) the Managing Member Interests shall be determined to be void or voidable or shall be subordinated to the claims of any lien or security interest granted toPerson, or in favor of, any Agent provision of applicable law or Agents regulation or any Lender or Lenders as security for order of any governmental authority purports to prohibit the payment of any amounts payable by the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent Company or any Lender exhaust any right, power or remedy or proceed against Maguire Member under the Company under this Operating Agreement or the Notes or the other Loan Documents or any other agreement Transactio▇ ▇▇▇▇▇ent or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligationscurrency controls are imposed in respect thereof.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Maguire Properties Inc)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents U.S. Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 6.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the U.S. Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the U.S. Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest Lien granted to, or in favor of, any the U.S. Agent or Agents any U.S. Bank or any Lender or Lenders U.S. Banks as security for any of the Guaranteed Obligations shall fail to be perfected. The Each of the Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the U.S. Agent or any Lender U.S. Bank exhaust any right, power or remedy or proceed against the Company and the other Subsidiary Guarantors under this Agreement or the U.S. Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any assignment or participation entered into by any U.S. Bank pursuant to Section 12.06 hereof.
Appears in 1 contract
Sources: Credit Agreement (Forest Oil Corp)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Secured Hedge Agreements, Treasury Services Obligations, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:: |US-DOCS\161843207.11||
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.11 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 11.11. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement Agreement, the Secured Hedge Agreements, Treasury Services Obligations or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations.. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. |US-DOCS\161843207.11||
Appears in 1 contract
Sources: Credit Agreement (Eventbrite, Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors and the Co-Borrowers under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law (in the case of the U.S. Hold Separate Order, as such Requirements of Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company Co-Borrowers or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor or Co-Borrower (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or222
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors and the Co-Borrowers hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company any Co-Borrower or any other Loan Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Co-Borrowers waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Co-Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors and the Co-Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Co-Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Co-Borrowers and the respective successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 2.1 hereof are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of Indenture or the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Securities or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any other guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Holders have been paid in full and no person or governmental authority shall have any right to request any return or reimbursement of funds from the Holders in connection with monies received under the Securities or the Indenture. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Guarantor hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement the Indenture or the Notes or any other agreement or instrument referred to herein or therein Securities shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, accelerated or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Indenture or the Notes or any other agreement or instrument referred to herein or therein Securities shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders the Trustee as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any person (including, without limitation. The Subsidiary Guarantors any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender the Trustee exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. (a) The obligations of each Subsidiary the Parent Guarantor and the Company under Section 6.1 hereof 24.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditional, joint and severalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Parent Guarantor and the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 24.2 that the obligations of the Subsidiary Guarantors Parent Guarantor and the Company hereunder shall be absolute absolute, unconditional and unconditional, joint and several, irrevocable under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors Parent Guarantor or the Company hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above:
(i1) at any time amendment or from time to timemodification of any provision of this Agreement (other than Section 24.1 or 24.2), without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any Subsidiary Guarantee or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or such performance of any furnishing or compliance shall be waivedacceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes;
(ii2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, any of the acts mentioned Notes or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof;
(3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Parent Guarantor, Company, any Subsidiary Guarantor or any other Person or the properties or creditors of any of them;
(4) the provisions occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement or Agreement, any of the Notes or any other agreement or instrument referred to herein or therein shall be done or omittedagreement;
(iii5) the maturity any transfer of any assets to or from the Parent Guarantor or the Company, including without limitation any transfer or purported transfer to the Parent Guarantor or the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Guaranteed Obligations shall be acceleratedCompany with or into any Person, any change in the ownership of any capital stock or other equity or ownership interests of the Parent Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Guaranteed Obligations shall be modifiedParent Guarantor or the Company;
(6) any default, supplemented failure or amended in delay, willful or otherwise, on the part of the Parent Guarantor or the Company or any respectother Person to perform or comply with, or the impossibility or illegality of performance by the Parent Guarantor or the Company or any right under other Person of, any term of this Agreement or Agreement, the Notes or any other agreement agreement;
(7) any suit or instrument referred to herein or therein shall be waived other action brought by, or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or judgment in favor of, any Agent beneficiaries or Agents creditors of, the Parent Guarantor or the Company or any Lender other Person for any reason whatsoever, including without limitation any suit or Lenders as security for action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any of the Notes or any other agreement;
(8) any lack or limitation of status or of power, incapacity or disability of the Company or the Parent Guarantor or any trustee or agent of any thereof; or
(9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations shall fail to be perfected. Obligations).
(b) The Subsidiary Guarantors Parent Guarantor and the Company hereby expressly waive unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that any Agent or any Lender holder of a Note exhaust any right, power or remedy against the Parent Guarantor or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
(c) In the event that the Parent Guarantor or the Company shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor or the Company shall not exercise any subrogation or other rights hereunder or under the Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Parent Guarantor or the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor or the Company on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor and the Company agree that its obligations under this Section 24 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor or the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.
(d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor or the Company or any other Person (other than the Parent Guarantor or the Company as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor and the Company agree that, for purposes of the guarantee in Section 24 and the Obligors’ obligations under this Agreement and its Guarantees, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Parent Guarantor and the Company shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts, Net Loss, if any, and any other amounts guaranteed hereunder without further notice or demand.
(e) The guarantee in Section 24.1 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ EMEA ▇▇▇▇▇ PLC and Colliers International Group Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement between you and each Obligor. Very truly yours, Colliers International EMEA ▇▇▇▇▇ PLC By : <Signed> ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Title: Director Colliers International Group Inc. By <Signed> ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: VP, Legal Counsel and Corporate Secretary Colliers International EMEA ▇▇▇▇▇ PLC and Colliers International Group Inc. Note Purchase Agreement Schedule A (to Note Purchase Agreement)
Appears in 1 contract
Sources: Note Purchase Agreement (Colliers International Group Inc.)
Obligations Unconditional. (a) The obligations of each Subsidiary Guarantor the Domestic Guarantors under Section 6.1 hereof 11.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or Swap Contracts, or any other agreement or instrument referred to herein or therein, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 11.02 that the obligations of the Subsidiary Domestic Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Domestic Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article XI until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or terminated.
(b) [Reserved].
(c) Without limiting the generality of the foregoingforegoing subsections (a) and (b), it is agreed that that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement any of the Loan Documents, any Swap contract between any Loan Party and any Lender, or the Notes any Affiliate of a Lender or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Loan Documents, any Swap Contract between any Loan Party and any Lender, or the Notes any Affiliate of a Lender or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest Lien granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders holder of the Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected. The Subsidiary Guarantors ; or
(v) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).
(d) With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, or the compromise, release or exchange of collateral or security, and all other notices whatsoever, and any requirement that any the Administrative Agent or any Lender holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement or the Notes or the other Loan Documents or any other documents relating to the Obligations or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by Applicable Law (in the case of the U.S. Hold Separate Order, as such requirements of Applicable Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company Borrowers or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;waived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; 1209502.04-CHISR02A - MSW
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Issuing Bank, Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company any Borrower or any other Loan Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors and the Co-Borrowers under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law (in the case of the U.S. Hold Separate Order, as such Requirements of Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company Co-Borrowers or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor or Co-Borrower (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or1060441.101066947.03-CHISR01A - MSW
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors and the Co-Borrowers hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company any Co-Borrower or any other Loan Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Co-Borrowers waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Co-Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors and the Co-Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Co-Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Co-Borrowers and the respective successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 4.01 are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements, or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees, to the fullest extent permitted by Applicable Law that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this any of the Loan Documents, any Interest Rate Protection Agreement, Other Hedging Agreement or the Notes Treasury Management Agreement between any Company and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to herein in the Loan Documents or therein such Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements, shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Loan Documents, any Interest Rate Protection Agreement, Other Hedging Agreement or the Notes Treasury Management Agreement between any Company and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to herein in the Loan Documents or therein such Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements, shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Company under this Loan Documents, any Interest Rate Protection Agreement, Other Hedging Agreement or the Notes Treasury Management Agreement between any Company and any Lender, or the other Loan Documents any Affiliate of a Lender, or any other agreement or instrument referred to herein in the Loan Documents or thereinsuch Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Biltmore Surgery Center Holdings Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Subsidary Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality In full recognition and in furtherance of the foregoing, it is agreed that each Subsidiary Guarantor agrees that:
(a) Without affecting the occurrence enforceability or effectiveness of any one Section 3.01 in accordance with its terms and without affecting, limiting, reducing, discharging or more of the following shall not alter or impair terminating the liability of such Subsidiary Guarantor, or the Subsidiary Guarantors hereunder which shall remain absolute rights, remedies, powers and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any privileges of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of Administrative Agent and the acts mentioned in any of the provisions of Lenders under this Agreement or the Notes or any other agreement or instrument referred to herein or therein therein, the Administrative Agent and the Lenders may, at any time and from time to time and without notice or demand of any kind or nature whatsoever:
(i) amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Guaranteed Obligations (including any increase or decrease in the rate or rates of interest on all or any part of the Guaranteed Obligations);
(ii) amend, supplement, modify, extend, renew, waive or otherwise change, or enter into or give, any Loan Document or any agreement, security document, guarantee, approval, consent or other instrument with respect to all or any part of the Guaranteed Obligations, any Loan Document or any such other instrument or any term or provision of the foregoing (it being understood that this clause (ii) shall not be done or omitteddeemed to constitute a consent by any Subsidiary Guarantor to any such amendment with respect to any Loan Document to which it is a party);
(iii) the maturity accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to any of the Guaranteed Obligations shall be acceleratedLoan Document, all or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any part of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole collateral now or in part or otherwise dealt with; orthe future serving as security for the Guaranteed Obligations;
(iv) accept or receive (including from any lien other Subsidiary Guarantor) partial payments or security interest granted toperformance on the Guaranteed Obligations (whether as a result of the exercise of any right, remedy, power or in favor ofprivilege or otherwise);
(v) accept, receive and hold any Agent or Agents additional collateral for all or any Lender or Lenders as security for any part of the Guaranteed Obligations shall (including from any other Subsidiary Guarantor);
(vi) release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to be perfected. The perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including letters of credit or the obligations of any other Subsidiary Guarantors hereby expressly waive diligence, presentment, demand Guarantor) for or relative to all or any part of payment, protest the Guaranteed Obligations;
(vii) apply any collateral or the proceeds of any collateral or guarantee (including any letter of credit or the obligations of any other Subsidiary Guarantor) to all or any part of the Guaranteed Obligations in such manner and all notices whatsoever, and any requirement that any extent as the Administrative Agent or any Lender exhaust may in its discretion determine;
(viii) release any rightPerson (including any other guarantor) from any personal liability with respect to all or any part of the Guaranteed Obligations;
(ix) settle, power compromise, release, liquidate or remedy enforce upon such terms and in such manner as the Administrative Agent or the Lenders may determine or as applicable law may dictate all or any part of the Guaranteed Obligations or any collateral on or guarantee (including any letter of credit issued with respect to) of all or any part of the Guaranteed Obligations;
(x) consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrower or any other Person (including any other Subsidiary Guarantor);
(xi) proceed against the Company Borrower, such or any other Subsidiary Guarantor or any other guarantor of (including any issuer of any letter of credit issued with respect to) all or any part of the Guaranteed Obligations or any collateral provided by any Person and exercise the right, remedies, powers and privileges of the Administrative Agent and the Lenders under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or otherwise in such order and such manner as the Administrative Agent or any Lender may, in its discretion, determine, without any necessity to proceed upon or against or exhaust any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce Section 3.01 as to any Subsidiary Guarantor;
(xii) foreclose upon any deed of trust, mortgage or other instrument creating or granting liens on any interest in real Property by judicial or nonjudicial sale or by deed in lieu of foreclosure, bid any amount or make no bid in any foreclosure sale or make any other Person under election of remedies with respect to such liens or exercise any right of set-off;
(xiii) obtain the appointment of a receiver with respect to any collateral for all or any part of the Guaranteed Obligations and apply the proceeds of such receivership as the Administrative Agent or any Lender may in its discretion determine (it being agreed that nothing in this clause (xiii) shall be deemed to make the Administrative Agent or any Lender a party in possession in contemplation of law, except at its option);
(xiv) enter into such other transactions or business dealings with any other guarantee Subsidiary Guarantor, the Borrower, any Subsidiary or Affiliate of the Borrower or any other guarantor of all or any part of the Guaranteed Obligations as the Administrative Agent or any Lender may desire; and
(xv) do all or any combination of the actions set forth in this Section.
(b) The enforceability and effectiveness of this Article and the liability of the Subsidiary Guarantors, and the rights remedies, powers and privileges of the Administrative Agent and the Lenders, under this Agreement or any other agreement or instrument referred to herein or therein, shall not be affected, limited, reduced, discharged or terminated, and each Subsidiary Guarantor hereby expressly waives any defense now or in the future arising, by reason of:
(i) the illegality, invalidity, irregularity, authenticity, or security for, unenforceability of all or any part of the Guaranteed Obligations., this Agreement or any other agreement or instrument referred to herein or therein, or any agreement, security document, guarantee or other instrument relative to all or any part of the Guaranteed Obligations;
(ii) any disability or other defense of the Borrower or any other Subsidiary Guarantor with respect to all or any part of the Guaranteed Obligations or any other guarantor of all or any part of the Guaranteed Obligations (including any issuer of any letters of credit), including the effect of any statute of limitations that may bar the enforcement of all or any part of the Guaranteed Obligations or the obligations of any such other guarantor;
(iii) the illegality, invalidity, irregularity, authenticity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Guaranteed Obligations;
(iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any other Subsidiary Guarantor (other than subject to Section 3.05, by reason of the full payment and performance of all Guaranteed Obligations);
(v) any failure of the Administrative Agent or any Lender to marshal assets in favor of the Borrower or any other Person (including any other guarantor), to exhaust any collateral for all or any part of the Guaranteed Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any other Subsidiary Guarantor, the Borrower, any other guarantor, all or any part of the Guaranteed Obligations (including any Issuing Lender in respect of Letters of Credit) or any other Person or to take any action whatsoever to mitigate or reduce such or any other Subsidiary Guarantor's liability under this Article, neither the Administrative Agent nor any Lender being under any obligation to take any such action notwithstanding the fact that all or any part of the Guaranteed Obligations may be due and payable and that the Borrower may be in default of its obligations under this Agreement or any other agreement or instrument referred to herein or therein;
(vi) any failure of the Administrative Agent or any Lender to give notice after any Default of sale or other disposition of any collateral (including any notice of any judicial or nonjudicial foreclosure or sale of any interest in real Property serving as collateral for all or any part of the Guaranteed Obligations) for all or any part of the Guaranteed Obligations to the Borrower, any Subsidiary Guarantor or any other Person or any defect in, or any failure by any Subsidiary Guarantor or any other Person to receive, any notice that may be given in connection with any sale or disposition of any collateral;
(vii) any failure of the Administrative Agent or any Lender to comply with applicable laws in connection with the sale or other disposition of any collateral for all or any part of the Guaranteed Obligations, including any failure to conduct a commercially reasonable sale or other disposition of any collateral for all or any part of the Guaranteed Obligations;
(viii) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real Property or other collateral serving as security for all or any part of the Guaranteed Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of any Subsidiary Guarantor or may preclude any Subsidiary Guarantor from obtaining reimbursement, contribution, indemnification or other recovery from any other Subsidiary Guarantor, the Borrower any other guarantor or any other Person and even though the Borrower may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;
(ix) any benefits the Borrower, any Subsidiary Guarantor or any other guarantor may otherwise derive from Sections 580(a), 580(b), 580(d) or 726 of the California Code of Civil Procedure or any comparable provisions of the laws of any other jurisdiction;
(x) any act or omission of the Administrative Agent, any Lender or any other person that directly or indirectly results in or aids the discharge or release of the Borrower or any other Subsidiary Guarantor, of all or any part of the Guaranteed Obligations or any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations by operation of law or otherwise;
(xi) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's principal obligation;
(xii) the possibility that the obligations of the Borrower to the Administrative Agent and the Lenders may at any time and from time to time exceed the aggregate liability of the Subsidiary Guarantors under this Article;
(xiii) any counterclaim, set-off or other claim which the Borrower or any other Subsidiary Guarantor has or alleges to have with respect to all or any part of the Guaranteed Obligations;
(xiv) any failure of the Administrative Agent or any Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person;
(xv) the election by the Administrative Agent or any Lender, in a bankruptcy proceeding of any Person, of the application or nonapplication of Section 1111(b)(2) of the United States Bankruptcy Code;
(xvi) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code;
(▇▇▇▇) ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ collateral under Section 363 of the United States Bankruptcy Code;
(xviii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;
(xix) the avoidance of any lien in favor of the Administrative Agent or any Lender for any reason;
(xx) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations (or any interest on all or any part of the Guaranteed Obligations) in or as a result of any such proceeding;
(xxi) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, including by reason of Sections 2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the California Civil Code, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction; or
Appears in 1 contract
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Guaranteed Obligations under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations Subsidiary Guarantor (except for payment in full of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement Agreement, the other Loan Documents or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Secured Party as security for any of the Guaranteed Obligations shall fail to be perfectedvalid, perfected or to have the priority required under the Loan Documents; or
(e) the release of any other Subsidiary Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower or any Subsidiary Guarantor under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Subsidiary Guarantors hereunder shall be primary and shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and their respective successors and assigns, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Account Parties under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 Article that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;; or
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company any Account Party under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Letter of Credit and Reimbursement Agreement (Xl Capital LTD)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Foreign Guarantors under Section 6.1 hereof 7.01(a) shall be joint and several with respect to the Foreign Guaranteed Obligations, and the obligations of the Domestic Guarantors under Section 7.01(b) shall be joint and several with respect to the Guaranteed Obligations. The obligations of the Foreign Guarantors under Section 7.01(a) and the obligations of the Domestic Guarantors under Section 7.01(b) shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of Foreign Guaranteed Obligations or the Company or any Obligor (other than such Subsidiary Guarantor) Guaranteed Obligations under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Foreign Guaranteed Obligations or the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Foreign Guaranteed Obligations or the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Foreign Guaranteed Obligations or the Guaranteed Obligations shall be accelerated, or any of the Foreign Guaranteed Obligations or the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Foreign Guaranteed Obligations or the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents Issuing Bank or any Lender or Lenders Agent as security for any of the Foreign Guaranteed Obligations or the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company any Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Foreign Guaranteed Obligations or the Guarantee Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Foreign Guaranteed Obligations or the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon these Guarantees or acceptance of these Guarantees, and the Foreign Guaranteed Obligations and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon these Guarantees, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon these Guarantees. These Guarantees shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Foreign Guaranteed Obligations or the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or against any other person which may be or become liable in respect of all or any part of the Foreign Guaranteed Obligations or the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. These Guarantees shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Foreign Guaranteed Obligations or the Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary the Guarantor ------------------------- under Section 6.1 2.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Credit Agreement, the Notes, the other Loan Documents Note or any other agreement or instrument referred to herein or thereinBasic Document, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.2 that the obligations of the Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair affect the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described aboveGuarantor under this Guaranty:
(i) at any time or from time to time, without notice to the Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) the performance (other than full performance or payment of the Guaranteed Obligations) or non-performance of any of the acts mentioned in any of the provisions of this the Credit Agreement or the Notes Note or any other agreement or instrument referred to herein or therein shall be done or omittedtherein;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this the Credit Agreement or the Notes Note or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any the Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors Guarantor hereby expressly waive waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any the Lender exhaust any right, power or remedy or proceed against the Company Borrower under this the Credit Agreement or the Notes or the other Loan Documents Note or any other agreement or instrument referred to herein or therein, or against any other Person under this Guaranty or any other guarantee of, or security for, any of the Guaranteed Obligations. Guarantor represents, warrants and agrees that, as of the date of this Guaranty, its obligations under this Guaranty are not subject to any offsets or defenses, of any kind, against the Lender. Guarantor further agrees that its obligations under this Guaranty shall not be subject to any counterclaims, offsets or defenses.
Appears in 1 contract
Sources: Guaranty (Reschke Michael W)
Obligations Unconditional. The Subject only to Section 10.10, the obligations of each Subsidiary the Parent Guarantor under Section 6.1 hereof 10.01 are irrevocable, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the NotesGuarantee and Security Agreement, the other Loan Debt Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than 101 the satisfaction in full of the Guaranteed Obligations), it being the intent of this Section 6.2 Article X that the obligations of the Subsidiary Guarantors Parent Guarantor hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder Parent Guarantor hereunder, which shall remain absolute and unconditional as described above:
: (ia) at any time or from time to time, without notice to the Subsidiary GuarantorsParent Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
; (iib) any of the acts mentioned in any of the provisions of this Agreement or Agreement, the Notes Guarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein shall be done or omitted;
; (iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or Agreement, the Notes Guarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
or (ivd) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Secured Party as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors Parent Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or Agreement, the Notes or Guarantee and Security Agreement, the other Loan Debt Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 7.1 are irrevocable, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Secured Instruments or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 7 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstancescircumstances other than a defense of final payment in full of the Secured Obligations (other than contingent indemnification obligations not then due). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Secured Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or Agreement, the Notes other Secured Instruments or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or Agreement, the Notes other Secured Instruments or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(ivd) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Secured Party as security for any of the Guaranteed Secured Obligations shall fail to be perfected. The To the fullest extent permitted by applicable laws, the Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or Agreement, the other Loan Documents Secured Instruments or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Secured Obligations.
Appears in 1 contract
Sources: Guarantee and Security Agreement (FS Energy & Power Fund)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by Applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company Borrowers or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or 279 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Issuing Bank, Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company any Borrower or any other Loan Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral 280 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality In full recognition and in furtherance of the foregoing, it is agreed that each Subsidiary Guarantor agrees that:
(a) Without affecting the occurrence enforceability or effectiveness of any one Section 3.01 in accordance with its terms and without affecting, limiting, reducing, discharging or more of the following shall not alter or impair terminating the liability of such Subsidiary Guarantor, or the Subsidiary Guarantors hereunder which shall remain absolute rights, remedies, powers and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any privileges of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of Administrative Agent and the acts mentioned in any of the provisions of Lenders under this Agreement or the Notes or any other agreement or instrument referred to herein or therein therein, the Administrative Agent and the Lenders may, at any time and from time to time and without notice or demand of any kind or nature whatsoever:
(i) amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Guaranteed Obligations (including any increase or decrease in the rate or rates of interest on all or any part of the Guaranteed Obligations);
(ii) amend, supplement, modify, extend, renew, waive or otherwise change, or enter into or give, any Loan Document or any agreement, security document, guarantee, approval, consent or other instrument with respect to all or any part of the Guaranteed Obligations, any Loan Document or any such other instrument or any term or provision of the foregoing (it being understood that this clause (ii) shall not be done or omitteddeemed to constitute a consent by any Subsidiary Guarantor to any such amendment with respect to any Loan Document to which it is a party);
(iii) the maturity accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to any of the Guaranteed Obligations shall be acceleratedLoan Document, all or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any part of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole collateral now or in part or otherwise dealt with; orthe future serving as security for the Guaranteed Obligations;
(iv) accept or receive (including from any lien other Subsidiary Guarantor) partial payments or security interest granted toperformance on the Guaranteed Obligations (whether as a result of the exercise of any right, remedy, power or in favor ofprivilege or otherwise);
(v) accept, receive and hold any Agent or Agents additional collateral for all or any Lender or Lenders as security for any part of the Guaranteed Obligations shall (including from any other Subsidiary Guarantor);
(vi) release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to be perfected. The perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including letters of credit or the obligations of any other Subsidiary Guarantors hereby expressly waive diligence, presentment, demand Guarantor) for or relative to all or any part of payment, protest the Guaranteed Obligations;
(vii) apply any collateral or the proceeds of any collateral or guarantee (including any letter of credit or the obligations of any other Subsidiary Guarantor) to all or any part of the Guaranteed Obligations in such manner and all notices whatsoever, and any requirement that any extent as the Administrative Agent or any Lender exhaust may in its discretion determine;
(viii) release any rightPerson (including any other guarantor) from any personal liability with respect to all or any part of the Guaranteed Obligations;
(ix) settle, power compromise, release, liquidate or remedy enforce upon such terms and in such manner as the Administrative Agent or the Lenders may determine or as applicable law may dictate all or any part of the Guaranteed Obligations or any collateral on or guarantee (including any letter of credit issued with respect to) of all or any part of the Guaranteed Obligations;
(x) consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrower or any other Person (including any other Subsidiary Guarantor);
(xi) proceed against the Company Borrower, such or any other Subsidiary Guarantor or any other guarantor of (including any issuer of any letter of credit issued with respect to) all or any part of the Guaranteed Obligations or any collateral provided by any Person and exercise the right, remedies, powers and privileges of the Administrative Agent and the Lenders under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or otherwise in such order and such manner as the Administrative Agent or any Lender may, in its discretion, determine, without any necessity to proceed upon or against or exhaust any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce Section 3.01 as to any Subsidiary Guarantor;
(xii) foreclose upon any deed of trust, mortgage or other instrument creating or granting liens on any interest in real Property by judicial or nonjudicial sale or by deed in lieu of foreclosure, bid any amount or make no bid in any foreclosure sale or make any other Person under election of remedies with respect to such liens or exercise any right of set-off;
(xiii) obtain the appointment of a receiver with respect to any collateral for all or any part of the Guaranteed Obligations and apply the proceeds of such receivership as the Administrative Agent or any Lender may in its discretion determine (it being agreed that nothing in this clause (xiii) shall be deemed to make the Administrative Agent or any Lender a party in possession in contemplation of law, except at its option);
(xiv) enter into such other transactions or business dealings with any other guarantee Subsidiary Guarantor, the Borrower, any Subsidiary or Affiliate of the Borrower or any other guarantor of all or any part of the Guaranteed Obligations as the Administrative Agent or any Lender may desire; and
(xv) do all or any combination of the actions set forth in this Section.
(b) The enforceability and effectiveness of this Article and the liability of the Subsidiary Guarantors, and the rights, remedies, powers and privileges of the Administrative Agent and the Lenders, under this Agreement or any other agreement or instrument referred to herein or therein, shall not be affected, limited, reduced, discharged or terminated, and each Subsidiary Guarantor hereby expressly waives any defense now or in the future arising, by reason of:
(i) the illegality, invalidity, irregularity, authenticity, or security for, unenforceability of all or any part of the Guaranteed Obligations., this Agreement or any other agreement or instrument referred to herein or therein, or any agreement, security document, guarantee or other instrument relative to all or any part of the Guaranteed Obligations;
(ii) any disability or other defense of the Borrower or any other Subsidiary Guarantor with respect to all or any part of the Guaranteed Obligations or any other guarantor of all or any part of the Guaranteed Obligations (including any issuer of any letters of credit), including the effect of any statute of limitations that may bar the enforcement of all or any part of the Guaranteed Obligations or the obligations of any such other guarantor;
(iii) the illegality, invalidity, irregularity, authenticity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Guaranteed Obligations;
(iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any other Subsidiary Guarantor (other than subject to Section 3.05, by reason of the full payment and performance of all Guaranteed Obligations);
(v) any failure of the Administrative Agent or any Lender to marshal assets in favor of the Borrower or any other Person (including any other guarantor), to exhaust any collateral for all or any part of the Guaranteed Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any other Subsidiary Guarantor, the Borrower, any other guarantor, all or any part of the Guaranteed Obligations (including any Issuing Lender in respect of Letters of Credit) or any other Person or to take any action whatsoever to mitigate or reduce such or any other Subsidiary Guarantor’s liability under this Article, neither the Administrative Agent nor any Lender being under any obligation to take any such action notwithstanding the fact that all or any part of the Guaranteed Obligations may be due and payable and that the Borrower may be in default of its obligations under this Agreement or any other agreement or instrument referred to herein or therein;
(vi) any failure of the Administrative Agent or any Lender to give notice after any Default of sale or other disposition of any collateral (including any notice of any judicial or nonjudicial foreclosure or sale of any interest in real Property serving as collateral for all or any part of the Guaranteed Obligations) for all or any part of the Guaranteed Obligations to the Borrower, any Subsidiary Guarantor or any other Person or any defect in, or any failure by any Subsidiary Guarantor or any other Person to receive, any notice that may be given in connection with any sale or disposition of any collateral;
(vii) any failure of the Administrative Agent or any Lender to comply with applicable laws in connection with the sale or other disposition of any collateral for all or any part of the Guaranteed Obligations, including any failure to conduct a commercially reasonable sale or other disposition of any collateral for all or any part of the Guaranteed Obligations;
(viii) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real Property or other collateral serving as security for all or any part of the Guaranteed Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of any Subsidiary Guarantor or may preclude any Subsidiary Guarantor from obtaining reimbursement, contribution, indemnification or other recovery from any other Subsidiary Guarantor, the Borrower any other guarantor or any other Person and even though the Borrower may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;
(ix) any benefits the Borrower, any Subsidiary Guarantor or any other guarantor may otherwise derive from Sections 580(a), 580(b), 580(d) or 726 of the California Code of Civil Procedure or any comparable provisions of the laws of any other jurisdiction;
(x) any act or omission of the Administrative Agent, any Lender or any other person that directly or indirectly results in or aids the discharge or release of the Borrower or any other Subsidiary Guarantor, of all or any part of the Guaranteed Obligations or any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations by operation of law or otherwise;
(xi) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s principal obligation;
(xii) the possibility that the obligations of the Borrower to the Administrative Agent and the Lenders may at any time and from time to time exceed the aggregate liability of the Subsidiary Guarantors under this Article;
(xiii) any counterclaim, set-off or other claim which the Borrower or any other Subsidiary Guarantor has or alleges to have with respect to all or any part of the Guaranteed Obligations;
(xiv) any failure of the Administrative Agent or any Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person;
(xv) the election by the Administrative Agent or any Lender, in a bankruptcy proceeding of any Person, of the application or nonapplication of Section 1111(b)(2) of the United States Bankruptcy Code;
(xvi) any extension of credit or the grant of any lien under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code;
(xvii) any use of cash collateral under Section 363 of the United States Bankruptcy Code;
(xviii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;
(xix) the avoidance of any lien in favor of the Administrative Agent or any Lender for any reason;
(xx) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations (or any interest on all or any part of the Guaranteed Obligations) in or as a result of any such proceeding;
(xxi) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, including by reason of Sections 2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the California Civil Code, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction; or
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 4.1 hereof are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company Credit Documents or any Obligor (other than such Subsidiary Guarantor) under this AgreementHedging Agreements, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full and all Commitments under the Credit Agreement have been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Guarantor hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this any of the Credit Documents, any Hedging Agreement or the Notes or any other agreement or instrument referred to herein in the Credit Documents or therein Hedging Agreements shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Credit Documents, any Hedging Agreement or the Notes or any other agreement or instrument referred to herein in the Credit Documents or therein Hedging Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest Lien granted to, or in favor of, any the Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Company under this Credit Documents, any Hedging Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein in the Credit Documents or thereinHedging Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrowers under this Agreement, the Secured Hedge Agreements, the Treasury Services Agreements, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or4849-7283-2717 262
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents an L/C Issuer or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 11.10. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrowers under this Agreement Agreement, the Secured Hedge Agreements, the Treasury Services Agreements or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (Bumble Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 11.09. The Subsidiary To the fullest extent permitted by Law, the Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and and, all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the fullest extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against the Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors and the CoBorrowers under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company Co-Borrowers or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any 1117312.02-CHISR02A - MSW of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor or CoBorrower (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors and the Co-Borrowers hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company any Co-Borrower or any other Loan Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Co-Borrowers waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Co-Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed 1117312.02-CHISR02A - MSW Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors and the Co-Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Co-Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Co-Borrowers and the respective successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors and, as applicable, the Borrower under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and performance of Guaranteed Obligations and, to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, and joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Guaranteed Obligations under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations guarantor (except for Payment in Full of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuaranteed Obligations). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder Credit Parties hereunder, which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(ia) at any time or from time to time, without notice to the Subsidiary GuarantorsCredit Parties, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (except for Payment in Full of the Guaranteed Obligations);
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien Lien or security interest granted to, or in favor of, the Issuing Bank or any Lender, Agent or Agents or any Lender or Lenders other Secured Party as security for any of the Guaranteed Obligations shall fail to be valid and perfected;
(e) any exercise of remedies with respect to any security for the Guaranteed Obligations (including, without limitation, any collateral, including the Collateral securing or purporting to secure any of the Guaranteed Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Credit Party would otherwise have and without limiting the generality of the foregoing but other than with respect to any rights expressly set forth herein or in any other Loan Document, each Credit Party hereby expressly waives any and all benefits which might otherwise be available to such Credit Party in its capacity as a guarantor under applicable law; or
(f) the release of any other Guarantor pursuant to Section 7.09 or 9.10. The Subsidiary Guarantors Credit Parties hereby expressly waive waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoeverwhatsoever (other than any notices expressly required herby or by any other Loan Document), and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower or any other Credit Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Credit Parties waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and/or the Guarantors on the one hand and the Secured Parties on the other hand shall likewise be presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance of the Guaranteed Obligations without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Credit Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or any other Credit Party or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Credit Parties and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (iCIMS Holding LLC)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under Credit Agreement 61 - 55 - this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 3.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions hereof or of this Agreement or the Notes other Loan Documents or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right hereunder or under this Agreement or the Notes other Loan Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(ivd) any lien or security interest granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower hereunder or under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.. Credit Agreement 62 - 56 -
Appears in 1 contract
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality In full recognition and in furtherance of the foregoing, it is agreed that each Subsidiary Guarantor agrees that:
(a) Without affecting the occurrence enforceability or effectiveness of any one Section 3.01 in accordance with its terms and without affecting, limiting, reducing, discharging or more of the following shall not alter or impair terminating the liability of such Subsidiary Guarantor, or the Subsidiary Guarantors hereunder which shall remain absolute rights, remedies, powers and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any privileges of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of Administrative Agent and the acts mentioned in any of the provisions of Lenders under this Agreement or the Notes or any other agreement or instrument referred to herein or therein therein, the Administrative Agent and the Lenders may, at any time and from time to time and without notice or demand of any kind or nature whatsoever:
(i) amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Guaranteed Obligations (including any increase or decrease in the rate or rates of interest on all or any part of the Guaranteed Obligations);
(ii) amend, supplement, modify, extend, renew, waive or otherwise change, or enter into or give, any Loan Document or any agreement, security document, guarantee, approval, consent or other instrument with respect to all or any part of the Guaranteed Obligations, any Loan Document or any such other instrument or any term or provision of the foregoing (it being understood that this clause (ii) shall not be done or omitteddeemed to constitute a consent by any Subsidiary Guarantor to any such amendment with respect to any Loan Document to which it is a party);
(iii) the maturity accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to any of the Guaranteed Obligations shall be acceleratedLoan Document, all or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any part of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole collateral now or in part or otherwise dealt with; orthe future serving as security for the Guaranteed Obligations;
(iv) accept or receive (including from any lien other Subsidiary Guarantor) partial payments or security interest granted toperformance on the Guaranteed Obligations (whether as a result of the exercise of any right, remedy, power or in favor ofprivilege or otherwise);
(v) accept, receive and hold any Agent or Agents additional collateral for all or any Lender or Lenders as security for any part of the Guaranteed Obligations shall (including from any other Subsidiary Guarantor);
(vi) release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to be perfected. The perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including letters of credit or the obligations of any other Subsidiary Guarantors hereby expressly waive diligence, presentment, demand Guarantor) for or relative to all or any part of payment, protest the Guaranteed Obligations;
(vii) apply any collateral or the proceeds of any collateral or guarantee (including any letter of credit or the obligations of any other Subsidiary Guarantor) to all or any part of the Guaranteed Obligations in such manner and all notices whatsoever, and any requirement that any extent as the Administrative Agent or any Lender exhaust may in its discretion determine;
(viii) release any rightPerson (including any other guarantor) from any personal liability with respect to all or any part of the Guaranteed Obligations;
(ix) settle, power compromise, release, liquidate or remedy enforce upon such terms and in such manner as the Administrative Agent or the Lenders may determine or as applicable law may dictate all or any part of the Guaranteed Obligations or any collateral on or guarantee (including any letter of credit issued with respect to) of all or any part of the Guaranteed Obligations;
(x) consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrower or any other Person (including any other Subsidiary Guarantor);
(xi) proceed against the Company Borrower, such or any other Subsidiary Guarantor or any other guarantor of (including any issuer of any letter of credit issued with respect to) all or any part of the Guaranteed Obligations or any collateral provided by any Person and exercise the right, remedies, powers and privileges of the Administrative Agent and the Lenders under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or otherwise in such order and such manner as the Administrative Agent or any Lender may, in its discretion, determine, without any necessity to proceed upon or against or exhaust any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce Section 3.01 as to any Subsidiary Guarantor;
(xii) foreclose upon any deed of trust, mortgage or other instrument creating or granting liens on any interest in real Property by judicial or nonjudicial sale or by deed in lieu of foreclosure, bid any amount or make no bid in any foreclosure sale or make any other Person under election of remedies with respect to such liens or exercise any right of set-off;
(xiii) obtain the appointment of a receiver with respect to any collateral for all or any part of the Guaranteed Obligations and apply the proceeds of such receivership as the Administrative Agent or any Lender may in its discretion determine (it being agreed that nothing in this clause (xiii) shall be deemed to make the Administrative Agent or any Lender a party in possession in contemplation of law, except at its option);
(xiv) enter into such other transactions or business dealings with any other guarantee Subsidiary Guarantor, the Borrower, any Subsidiary or Affiliate of the Borrower or any other guarantor of all or any part of the Guaranteed Obligations as the Administrative Agent or any Lender may desire; and
(xv) do all or any combination of the actions set forth in this Section.
(b) The enforceability and effectiveness of this Article and the liability of the Subsidiary Guarantors, and the rights, remedies, powers and privileges of the Administrative Agent and the Lenders, under this Agreement or any other agreement or instrument referred to herein or therein, shall not be affected, limited, reduced, discharged or terminated, and each Subsidiary Guarantor hereby expressly waives any defense now or in the future arising, by reason of:
(i) the illegality, invalidity, irregularity, authenticity, or security for, unenforceability of all or any part of the Guaranteed Obligations., this Agreement or any other agreement or instrument referred to herein or therein, or any agreement, security document, guarantee or other instrument relative to all or any part of the Guaranteed Obligations;
(ii) any disability or other defense of the Borrower or any other Subsidiary Guarantor with respect to all or any part of the Guaranteed Obligations or any other guarantor of all or any part of the Guaranteed Obligations (including any issuer of any letters of credit), including the effect of any statute of limitations that may bar the enforcement of all or any part of the Guaranteed Obligations or the obligations of any such other guarantor;
(iii) the illegality, invalidity, irregularity, authenticity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Guaranteed Obligations;
(iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any other Subsidiary Guarantor (other than subject to Section 3.05, by reason of the full payment and performance of all Guaranteed Obligations);
(v) any failure of the Administrative Agent or any Lender to marshal assets in favor of the Borrower or any other Person (including any other guarantor), to exhaust any collateral for all or any part of the Guaranteed Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any other Subsidiary Guarantor, the Borrower, any other guarantor, all or any part of the Guaranteed Obligations (including any Issuing Lender in respect of Letters of Credit) or any other Person or to take any action whatsoever to mitigate or reduce such or any other Subsidiary Guarantor’s liability under this Article, neither the Administrative Agent nor any Lender being under any obligation to take any such action notwithstanding the fact that all or any part of the Guaranteed Obligations may be due and payable and that the Borrower may be in default of its obligations under this Agreement or any other agreement or instrument referred to herein or therein;
(vi) any failure of the Administrative Agent or any Lender to give notice after any Default of sale or other disposition of any collateral (including any notice of any judicial or nonjudicial foreclosure or sale of any interest in real Property serving as collateral for all or any part of the Guaranteed Obligations) for all or any part of the Guaranteed Obligations to the Borrower, any Subsidiary Guarantor or any other Person or any defect in, or any failure by any Subsidiary Guarantor or any other Person to receive, any notice that may be given in connection with any sale or disposition of any collateral;
(vii) any failure of the Administrative Agent or any Lender to comply with applicable laws in connection with the sale or other disposition of any collateral for all or any part of the Guaranteed Obligations, including any failure to conduct a commercially reasonable sale or other disposition of any collateral for all or any part of the Guaranteed Obligations;
(viii) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real Property or other collateral serving as security for all or any part of the Guaranteed Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of any Subsidiary Guarantor or may preclude any Subsidiary Guarantor from obtaining reimbursement, contribution, indemnification or other recovery from any other Subsidiary Guarantor, the Borrower any other guarantor or any other Person and even though the Borrower may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;
(ix) any benefits the Borrower, any Subsidiary Guarantor or any other guarantor may otherwise derive from Sections 580(a), 580(b), 580(d) or 726 of the California Code of Civil Procedure or any comparable provisions of the laws of any other jurisdiction;
(x) any act or omission of the Administrative Agent, any Lender or any other person that directly or indirectly results in or aids the discharge or release of the Borrower or any other Subsidiary Guarantor, of all or any part of the Guaranteed Obligations or any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations by operation of law or otherwise;
(xi) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s principal obligation;
(xii) the possibility that the obligations of the Borrower to the Administrative Agent and the Lenders may at any time and from time to time exceed the aggregate liability of the Subsidiary Guarantors under this Article;
(xiii) any counterclaim, set-off or other claim which the Borrower or any other Subsidiary Guarantor has or alleges to have with respect to all or any part of the Guaranteed Obligations;
(xiv) any failure of the Administrative Agent or any Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person;
(xv) the election by the Administrative Agent or any Lender, in a bankruptcy proceeding of any Person, of the application or nonapplication of Section 1111(b)(2) of the United States Bankruptcy Code;
(xvi) any extension of credit or the grant of any lien under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code;
(xvii) any use of cash collateral under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code;
(xviii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;
(xix) the avoidance of any lien in favor of the Administrative Agent or any Lender for any reason;
(xx) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations (or any interest on all or any part of the Guaranteed Obligations) in or as a result of any such proceeding;
(xxi) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, including by reason of Sections 2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the California Civil Code, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction; or
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon);
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.;
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors and the Borrower under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law (in the case of the U.S. Hold Separate Order, as such Requirements of Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company Borrower or any Obligor (other than such Subsidiary Guarantor) 1066931.03C-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.04-CHISR02A - MSW Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor or Borrower (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Latest Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Lender, the Collateral Agent or Agents or any Lender or Lenders the Administrative Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors and the Borrower hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Credit Party exhaust any right, power or remedy or proceed against the Company Borrower or any other Loan Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Borrower waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Credit Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Credit Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any 1066931.03C-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.04-CHISR02A - MSW right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Parties, and the obligations and liabilities of the Guarantors and the Borrower hereunder shall not be conditioned or contingent upon the pursuit by the Credit Parties or any other person at any time of any right or remedy against the Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Borrower and the respective successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Credit Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor under Section 6.1 hereof Support Obligations are absolute primary, absolute, irrevocable and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity validity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Transaction Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Borrower’s obligations under the Financing Documents or the Support Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.04 that the obligations of the Subsidiary Guarantors hereunder Support Obligations shall be absolute primary, absolute, irrevocable and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that each of the Equity Parties agrees that:
(a) The occurrence of any one or more of the following shall not alter or impair the rights, remedies, powers and privileges of the Offshore Collateral Agent or any Secured Party under this Agreement, or the liability of the Subsidiary Guarantors hereunder such Equity Party for its Support Obligations which shall remain absolute absolute, irrevocable and unconditional as described above:
(i) at any time modification or from time to timeamendment (including, without notice to the Subsidiary Guarantorslimitation, by way of amendment, extension, renewal or waiver), or any acceleration or other change in the time for any payment or performance of the terms of all or compliance with any part of the Guaranteed Obligations shall be extendedBorrower’s obligations under the Transaction Documents, or such performance any other agreement or compliance shall be waivedinstrument whatsoever relating thereto;
(ii) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the acts mentioned liability of the Borrower under the Transaction Documents or of any other guarantee of all or any part of the Borrower’s obligations under the Transaction Documents;
(iii) without limiting the right of any Equity Party to receive reimbursement for payments made in respect of Support Obligations pursuant to and as permitted by the Collateral Agency and Depositary Agreement, any application of the proceeds of any guarantee (including, without limitation, any letter of credit or the obligations of any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations) to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations in any such manner as provided or contemplated under the Financing Documents or otherwise;
(iv) any release of any other Person (including, without limitation, any guarantor with respect to all or any part of the Borrower’s obligations under the Transaction Documents) from any personal liability with respect to all or any part of the Borrower’s obligations under the Transaction Documents;
(v) any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as any Secured Party may determine or as applicable law may dictate, of all or any part of the Borrower’s obligations under the Transaction Documents or any guarantee of (including, without limitation, any letter of credit issued with respect to) all or any part of the Borrower’s obligations under the Transaction Documents;
(vi) the giving of any consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrower, the Equity Parties or any other Person or any disposition of any shares of the Borrower by any Equity Party or any Affiliate of such Equity Party other than as permitted by this Agreement;
(vii) any proceeding against the Borrower or any of the provisions Equity Parties or any Affiliate thereof or any guarantor of (including, without limitation, any issuer of any letter of credit issued with respect to) all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations or any collateral provided by any other Person or the exercise of any rights, remedies, powers and privileges of the Offshore Collateral Agent or any Secured Party under the Financing Documents or otherwise in such order and such manner as any Secured Party may determine, regardless of whether the Offshore Collateral Agent or any Secured Party shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement;
(viii) the entering into such other transactions or business dealings with the Borrower, any of the Equity Parties, any Subsidiary or Affiliate of the Borrower or the Equity Parties or any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations as any Secured Party may desire; or
(ix) all or any combination of any of the actions set forth in this Section 4.04.
(b) The enforceability and effectiveness of this Agreement and the liability of each of the Equity Parties in respect of its Support Obligations, and the rights, remedies, powers and privileges of the Administrative Agent and each Secured Party under this Agreement shall not be affected, limited, reduced, discharged or terminated, and each Equity Party hereby expressly waives to the Notes fullest extent permitted by law any defense now or in the future arising in respect of the Support Obligations, by reason of:
(i) the illegality, invalidity or unenforceability of all or any part of the Support Obligations, any other Transaction Document or any other agreement or instrument referred whatsoever relating to herein all or therein shall be done any part of the Support Obligations;
(ii) any disability or omittedother defense with respect to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations, including, without limitation, the effect of any statute of limitations that may bar the enforcement of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations or the obligations of any guarantor;
(iii) the maturity illegality, invalidity or unenforceability of any security for or guarantee (including, without limitation, any letter of credit) of all or any part of the Guaranteed Borrower’s obligations under the Transaction Documents or the Support Obligations shall be acceleratedor the lack of perfection or continuing perfection or failure of the priority of any Lien on any Collateral for all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations;
(iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any guarantor with respect to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations (other than, subject to Section 4.05 hereof, by reason of the full satisfaction and payment of all Support Obligations);
(v) any failure of the Offshore Collateral Agent or any Secured Party to marshal assets in favor of the Borrower or any other Person (including any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations), to exhaust any Collateral for all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Equity Party, the Borrower or any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations (including any issuer of any letter of credit) or any other Person or to take any action whatsoever to mitigate or reduce such or any other Person’s liability under this Agreement;
(vi) any counterclaim, set-off or other claim that any Equity Party, the Borrower or any guarantor of all or any part of the Support Obligations or the Borrower’s obligations under the Transaction Documents has or claims with respect to all or any part of the Support Obligations or the Borrower’s obligations under the Transaction Documents;
(vii) any failure of the Offshore Collateral Agent or any Secured Party or any other Person to file or enforce a claim in any bankruptcy or other proceeding with respect to any Equity Party, the Borrower or any other Person;
(viii) any bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or appointment of a custodian, liquidator or the like of any Equity Party or the Borrower, or the same or similar proceedings commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Borrower’s obligations under the Transaction Documents or the Support Obligations shall be modified, supplemented or amended in any respect, (or any right interest on all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations) in or as a result of any such proceeding;
(ix) any action taken by the Administrative Agent, the Offshore Collateral Agent or any Secured Party that is authorized by this Section 4 or otherwise in this Agreement or the Notes by any other provision of any Financing Document or other Transaction Document or any other agreement or instrument referred omission to herein or therein shall be waived or take any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt withsuch action; or
(ivx) any lien other circumstance whatsoever that might otherwise constitute a legal or security interest granted toequitable discharge or defense of a surety or guarantor.
(c) To the fullest extent permitted by law, or in favor of, any Agent or Agents or any Lender or Lenders as security for any each of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby Equity Parties expressly waive waives, for the benefit of the Borrower, the Administrative Agent and each Secured Party, all diligence, presentment, demand for payment or performance, notices of paymentnonpayment or nonperformance, protest protest, notices of protest, notices of dishonor and all other notices whatsoever, or demands of any kind or nature whatsoever and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Financing Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Support Obligations.
(d) Each of the Equity Parties irrevocably waives any right to which it may be entitled to require that the Borrower be sued and all claims against the Borrower be completed prior to an action or proceeding being initiated against it.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor under Section 6.1 6.01 hereof are absolute are, to the fullest extent permitted by law, absolute, irrevocable and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Note or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or any security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 6.02 that the obligations of the each Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstancescircumstances (other than full and final payment of the Guaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the each Subsidiary Guarantors Guarantor hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to any of the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedextended (except to the extent otherwise required by Section 11.04 hereof), or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Note or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Note or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders the Bank as security for any of the Guaranteed Obligations shall fail to be perfected. The Each Subsidiary Guarantors Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender the Bank exhaust any right, power or remedy or proceed against either or both of the Company Borrower or the other Subsidiary Guarantors under this Agreement or the Notes or the other Loan Documents Note or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any assignment or participation entered into by the Bank pursuant to Section 11.06 hereof.
Appears in 1 contract
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 6.01 are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (except for payment in full), it being the intent of this Section 6.2 6.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute absolute, irrevocable and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or Agreement, the Notes or any other Basic Document or any other agreement or instrument referred to herein or therein shall be amended, modified or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Subsidiary Guarantor. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Lender upon this guarantee or acceptance of this guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this guarantee, and all dealings between Borrower and the Lenders shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee. This guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Lenders, and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Lenders or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality In full recognition and in furtherance of the foregoing, it is agreed that each Subsidiary Guarantor agrees that:
(a) Without affecting the occurrence enforceability or effectiveness of any one Section 3.01 in accordance with its terms and without affecting, limiting, reducing, discharging or more of the following shall not alter or impair terminating the liability of such Subsidiary Guarantor, or the Subsidiary Guarantors hereunder which shall remain absolute rights, remedies, powers and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any privileges of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of Administrative Agent and the acts mentioned in any of the provisions of Lenders under this Agreement or the Notes or any other agreement or instrument referred to herein or therein therein, the Administrative Agent and the Lenders may, at any time and from time to time and without notice or demand of any kind or nature whatsoever:
(i) amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Guaranteed Obligations (including any increase or decrease in the rate or rates of interest on all or any part of the Guaranteed Obligations);
(ii) amend, supplement, modify, extend, renew, waive or otherwise change, or enter into or give, any Loan Document or any agreement, security document, guarantee, approval, consent or other instrument with respect to all or any part of the Guaranteed Obligations, any Loan Document or any such other instrument or any term or provision of the foregoing (it being understood that this clause (ii) shall not be done or omitteddeemed to constitute a consent by any Subsidiary Guarantor to any such amendment with respect to any Loan Document to which it is a party);
(iii) the maturity accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to any of the Guaranteed Obligations shall be acceleratedLoan Document, all or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any part of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole collateral now or in part or otherwise dealt with; orthe future serving as security for the Guaranteed Obligations;
(iv) accept or receive (including from any lien other Subsidiary Guarantor) partial payments or security interest granted toperformance on the Guaranteed Obligations (whether as a result of the exercise of any right, remedy, power or in favor ofprivilege or otherwise);
(v) accept, receive and hold any Agent or Agents additional collateral for all or any Lender or Lenders as security for any part of the Guaranteed Obligations shall (including from any other Guarantor);
(vi) release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to be perfected. The perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including Letters of Credit or the obligations of any other Subsidiary Guarantors hereby expressly waive diligence, presentment, demand Guarantor) for or relative to all or any part of payment, protest the Guaranteed Obligations;
(vii) apply any collateral or the proceeds of any collateral or guarantee (including any Letter of Credit or the obligations of any other Subsidiary Guarantor) to all or any part of the Guaranteed Obligations in such manner and all notices whatsoever, and any requirement that any extent as the Administrative Agent or any Lender exhaust may in its discretion determine;
(viii) release any rightPerson (including any other Subsidiary Guarantor) from any personal liability with respect to all or any part of the Guaranteed Obligations;
(ix) settle, power compromise, release, liquidate or remedy enforce upon such terms and in such manner as the Administrative Agent or the Lenders may determine or as applicable law may dictate all or any part of the Guaranteed Obligations or any collateral on or guarantee (including any Letter of Credit issued with respect to) of all or any part of the Guaranteed Obligations;
(x) consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrower or any other Person (including any other Subsidiary Guarantor);
(xi) proceed against the Company Borrower, such or any other Subsidiary Guarantor or any other guarantor of (including any issuer of any letter of credit issued with respect to) all or any part of the Guaranteed Obligations or any collateral provided by any Person and exercise the right, remedies, powers and privileges of the Administrative Agent and the Lenders under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or otherwise in such order and such manner as the Administrative Agent or any Lender may, in its discretion, determine, without any necessity to proceed upon or against or exhaust any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce Section 3.01 as to any Subsidiary Guarantor;
(xii) foreclose upon any deed of trust, mortgage or other instrument creating or granting liens on any interest in real Property by judicial or nonjudicial sale or by deed in lieu of foreclosure, bid any amount or make no bid in any foreclosure sale or make any other Person under election of remedies with respect to such liens or exercise any right of set-off;
(xiii) obtain the appointment of a receiver with respect to any collateral for all or any part of the Guaranteed Obligations and apply the proceeds of such receivership as the Administrative Agent or any Lender may in its discretion determine (it being agreed that nothing in this clause (xiii) shall be deemed to make the Administrative Agent or any Lender a party in possession in contemplation of law, except at its option);
(xiv) enter into such other transactions or business dealings with any other guarantee Subsidiary Guarantor, the Borrower, any Subsidiary or Affiliate of the Borrower or any other guarantor of all or any part of the Guaranteed Obligations as the Administrative Agent or any Lender may desire; and
(xv) do all or any combination of the actions set forth in this Section.
(b) The enforceability and effectiveness of this Article and the liability of the Subsidiary Guarantors, and the rights remedies, powers and privileges of the Administrative Agent and the Lenders, under this Agreement or any other agreement or instrument referred to herein or therein, shall not be affected, limited, reduced, discharged or terminated, and each Subsidiary Guarantor hereby expressly waives any defense now or in the future arising, by reason of:
(i) the illegality, invalidity, irregularity, authenticity, or security for, unenforceability of all or any part of the Guaranteed Obligations., this Agreement or any other agreement or instrument referred to herein or therein, or any agreement, security document, guarantee or other instrument relative to all or any part of the Guaranteed Obligations;
(ii) any disability or other defense of the Borrower or any other Subsidiary Guarantor with respect to all or any part of the Guaranteed Obligations or any other guarantor of all or any part of the Guaranteed Obligations (including any issuer of any letters of credit), including the effect of any statute of limitations that may bar the enforcement of all or any part of the Guaranteed Obligations or the obligations of any such other guarantor;
(iii) the illegality, invalidity, irregularity, authenticity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Guaranteed Obligations;
(iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any other Subsidiary Guarantor (other than subject to Section 3.05, by reason of the full payment and performance of all Guaranteed Obligations);
(v) any failure of the Administrative Agent or any Lender to marshal assets in favor of the Borrower or any other Person (including any other Subsidiary Guarantor), to exhaust any collateral for all or any part of the Guaranteed Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any other Subsidiary Guarantor, the Borrower, any other guarantor, all or any part of the Guaranteed Obligations (including either Issuing Lender in respect of Letters of Credit) or any other Person or to take any action whatsoever to mitigate or reduce such or any other Subsidiary Guarantor's liability under this Article, neither the Administrative Agent nor any Lender being under any obligation to take any such action notwithstanding the fact that all or any part of the Guaranteed Obligations may be due and payable and that the Borrower may be in default of its obligations under this Agreement or any other agreement or instrument referred to herein or therein;
(vi) any failure of the Administrative Agent or any Lender to give notice after any Default of sale or other disposition of any collateral (including any notice of any judicial or nonjudicial foreclosure or sale of any interest in real Property serving as collateral for all or any part of the Guaranteed Obligations) for all or any part of the Guaranteed Obligations to the Borrower, any Subsidiary Guarantor or any other Person or any defect in, or any failure by any Subsidiary Guarantor or any other Person to receive, any notice that may be given in connection with any sale or disposition of any collateral;
(vii) any failure of the Administrative Agent or any Lender to comply with applicable laws in connection with the sale or other disposition of any collateral for all or any part of the Guaranteed Obligations, including any failure to conduct a commercially reasonable sale or other disposition of any collateral for all or any part of the Guaranteed Obligations;
(viii) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real Property or other collateral serving as security for all or any part of the Guaranteed Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of any Subsidiary Guarantor or may preclude any Subsidiary Guarantor from obtaining reimbursement, contribution, indemnification or other recovery from any other Subsidiary Guarantor, the Borrower any other guarantor or any other Person and even though the Borrower may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;
(ix) any benefits the Borrower, any Subsidiary Guarantor or any other guarantor may otherwise derive from Sections 580(a), 580(b), 580(d) or 726 of the California Code of Civil Procedure or any comparable provisions of the laws of any other jurisdiction;
(x) any act or omission of the Administrative Agent, any Lender or any other person that directly or indirectly results in or aids the discharge or release of the Borrower or any other Subsidiary Guarantor, of all or any part of the Guaranteed Obligations or any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations by operation of law or otherwise;
(xi) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's principal obligation;
(xii) the possibility that the obligations of the Borrower to the Administrative Agent and the Lenders may at any time and from time to time exceed the aggregate liability of the Subsidiary Guarantors under this Article;
(xiii) any counterclaim, set-off or other claim which the Borrower or any other Subsidiary Guarantor has or alleges to have with respect to all or any part of the Guaranteed Obligations;
(xiv) any failure of the Administrative Agent or any Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person;
(xv) the election by the Administrative Agent or any Lender, in a bankruptcy proceeding of any Person, of the application or nonapplication of Section 1111(b)(2) of the United States Bankruptcy Code;
(xvi) any extension of credit or the grant of any lien under Section 364 of the United States Ban▇▇▇▇▇▇▇ ▇▇▇▇;
(xvii) any use of cash collateral under Section 363 of the United States Bankruptcy Code;
(xviii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;
(xix) the avoidance of any lien in favor of the Administrative Agent or any Lender for any reason;
(xx) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations (or any interest on all or any part of the Guaranteed Obligations) in or as a result of any such proceeding;
(xxi) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, including by reason of Sections 2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the California Civil Code, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction; or
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by Applicable Law (in the case of the U.S. Hold Separate Order, as such requirements of Applicable Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company Borrowers or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be 1125931.03I-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.05E-CHISR01A - MSW amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Issuing Bank, Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company any Borrower or any other Loan Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Obligations Unconditional. The obligations of each Subsidiary the Guarantor under Section 6.1 hereof 4.1 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this AgreementLoan Documents, the NotesSwap Contracts, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 4.2 that the .CHAR1\1170499v7 obligations of the Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. The Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement any of the Loan Documents, any Swap Contract between the Borrower and any Lender, or the Notes any Affiliate of a Lender, or any other agreement or instrument referred to herein in the Loan Documents or therein such Swap Contracts shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Loan Documents, any Swap Contract between any Loan Party and any Lender, or the Notes any Affiliate of a Lender, or any other agreement or instrument referred to herein in the Loan Documents or therein such Swap Contracts shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or
(ivd) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail be determined to be perfectedvoid or voidable (including, without limitation, for the benefit of any creditor of the Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of the Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, the Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement Loan Documents, any Swap Contract between any Loan Party and any Lender, or the Notes or the other Loan Documents any Affiliate of a Lender, or any other agreement or instrument referred to herein in the Loan Documents or therein, such Swap Contracts or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The respective obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Norwegian Guaranteed Obligations of Norwegian Borrower or the Company or any Obligor US Guaranteed Obligations of US Borrower (other than such Subsidiary Guarantoras the case may be) under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesrelevant Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary relevant Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the relevant Guaranteed Obligations shall be accelerated, or any of the relevant Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the relevant Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents Issuing Bank or any Lender or Lenders Agent as security for any of the relevant Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors hereby expressly waive waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against the Company relevant Borrower under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the relevant Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the relevant Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the relevant Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the relevant Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the relevant Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the relevant Borrower or against any other person which may be or become liable in respect of all or any part of the relevant Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof this Agreement shall constitute a guaranty of payment and, to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of Borrower under the Company or any Obligor (other than such Subsidiary Guarantor) under this Credit Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein in the Credit Agreement or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations Guarantor (except for payment in full of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuaranteed Obligations). Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Requirements of Law it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
: (i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
; (ii) any of the acts mentioned in any of the provisions of this Agreement the Credit Agreement, or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents Issuing Bank or any Lender or Lenders Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 11. The Subsidiary Guarantors hereby expressly waive waive, to the fullest extent permitted by applicable Requirements of Law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Secured Party exhaust any right, power or remedy or proceed against Borrower under the Company under this Credit Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein in the Credit Agreement or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 paragraph 12B hereof are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company this Agreement or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Hedging Agreements, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 paragraph 12B that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the holder of the Notes (and any affiliates of holders of the Notes entering into Hedging Agreements) have been paid in full, and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the holders of the Notes in connection with monies received under the this Agreement or the Notes or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Guarantor hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, any Hedging Agreement or any other agreement or instrument referred to herein in the this Agreement or therein the Notes or Hedging Agreements shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under any of this Agreement or the Notes Notes, any Hedging Agreement or any other agreement or instrument referred to herein in this Agreement or therein the Notes or Hedging Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest Lien granted to, or in favor of, any Agent or Agents holder of the Notes or any Lender or Lenders affiliate thereof, as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives acceptance of this guaranty, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender holder of Notes exhaust any right, power or remedy or proceed against the Company any Person under any of this Agreement or the Notes or the other Loan Documents Notes, any Hedging Agreement or any other agreement or instrument referred to herein in this Agreement or thereinthe Notes or Hedging Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Note Agreement (Brown Group Inc)
Obligations Unconditional. The obligations of each Subsidiary the Guarantor under Section 6.1 2.01 hereof are absolute and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Credit Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense defence of a surety or guarantor, it being . The Guarantor's obligations hereunder shall not be diminished in any way except by the intent of this Section 6.2 that the obligations payments in full of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuaranteed Obligations. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter alter, reduce or impair the liability of the Subsidiary Guarantors Guarantor hereunder which liability shall remain absolute and unconditional as described above:: GUARANTEE AND PLEDGE AGREEMENT
(i) at any time or from time to time, without notice to the Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Credit Agreement, the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Credit Agreement, the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest granted to, or in favor favour of, any Agent or Agents or any Lender or Lenders Saskco as security for any of the Guaranteed Obligations shall fail to be perfected;
(v) the bankruptcy, insolvency, liquidation, dissolution or winding up of any Obligor, the Guarantor or any other guarantor of the Guaranteed Obligations;
(vi) any change in the name, capital structure, constitution or capacity of any Obligor or any of those parties being merged, consolidated, reorganized or amalgamated with another corporation (in this latter case the guarantee provided in this Section 2 shall apply to the liabilities of the resulting corporation, and the term "Borrower" shall include such resulting corporation);
(vii) any loss of, or in respect of, or under, any other guarantee or other security which Saskco may now or hereafter hold in respect of the Guaranteed Obligations, whether occasioned by the fault of Saskco, the Agent, the lenders under the Funding Credit Agreement or otherwise;
(viii) any dealings with any security that Saskco holds or may hold for payment of the Guaranteed Obligations and the performance of the obligations of the Borrowers under the Credit Agreement or the Guarantor under this Agreement including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges;
(ix) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the Guaranteed Obligations or the rights of Saskco with respect thereto;
(x) any contest by any Obligor or any other Person of the validity or enforceability of any terms of this Agreement or any security provided for the Guaranteed Obligations or the priority of any such security or of the amount of the Guaranteed Obligations or any part of the Guaranteed Obligations;
(xi) the assignment of all or any parts of the benefits of this Agreement; or
(xii) any defence, counterclaim or right of set-off available to the Guarantor. GUARANTEE AND PLEDGE AGREEMENT The Subsidiary Guarantors Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Saskco exhaust any right, power or remedy or proceed against any Obligor under the Company under this Agreement or the Credit Agreement, Notes or the any other Loan Documents Documents, or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Sources: Guarantee and Pledge Agreement (Canadian Forest Oil LTD)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 7.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the SG Guaranteed Obligations, irrespective of any law, regulation, decree or order of any jurisdiction affecting any term of any SG Guaranteed Obligations or the Lenders', Derivatives Creditors' or Secured Party Representatives' rights with respect thereto, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorSubsidiary Guarantor, it being the intent of this Section 6.2 7.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the SG Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the SG Guaranteed Obligations shall be accelerated, or any of the SG Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the SG Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents the Secured Party Representatives or any Lender or Lenders or any Derivatives Creditors as security for any of the SG Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent the Administrative Agent, the Security Trustee or any Lender exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or against any other Person under any other guarantee of, or security for, any of the SG Guaranteed Obligations.
Appears in 1 contract
Sources: Facility Agreement (Fly Leasing LTD)
Obligations Unconditional. The obligations of each the Subsidiary Guarantor and each other Guarantor under Section 6.1 hereof ss.
10.01 are absolute and unconditional, joint and several, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Facility Documents or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 ss.
10.02 that the obligations of the Subsidiary Guarantors Guarantor and each other Guarantor hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not not, to the extent permitted by applicable law, alter or impair the liability of the Subsidiary Guarantors hereunder Guarantor and each other Guarantor under this Article 10 which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantor or any of the other Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions hereof or of this Agreement or the Notes other Facility Documents or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right hereunder or under this Agreement or the Notes other Facility Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(ivd) any lien or security interest granted to, or in favor of, any the Agent or Agents or any Lender or the Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors Guarantor and each other Guarantor hereby expressly waive waive, to the extent permitted by applicable law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Agent or any Lender the Lenders exhaust any right, power or remedy or proceed against the Company Borrowers hereunder or under this Agreement or the Notes or the other Loan Facility Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The Subject to the limitation set forth in Section 6.10 hereof, the obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 6.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any the Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality In full recognition and in furtherance of the foregoing, it is agreed that each Subsidiary Guarantor agrees that:
(a) Without affecting the occurrence enforceability or effectiveness of any one Section 3.01 in accordance with its terms and without affecting, limiting, reducing, discharging or more of the following shall not alter or impair terminating the liability of such Subsidiary Guarantor, or the Subsidiary Guarantors hereunder which shall remain absolute rights, remedies, powers and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any privileges of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of Administrative Agent and the acts mentioned in any of the provisions of Lenders under this Agreement or the Notes or any other agreement or instrument referred to herein or therein therein, the Administrative Agent and the Lenders may, at any time and from time to time and without notice or demand of any kind or nature whatsoever:
(i) amend, supplement, modify, extend, renew, waive, accelerate or otherwise change the time for payment or performance of, or the terms of, all or any part of the Guaranteed Obligations (including any increase or decrease in the rate or rates of interest on all or any part of the Guaranteed Obligations);
(ii) amend, supplement, modify, extend, renew, waive or otherwise change, or enter into or give, any Loan Document or any agreement, security document, guarantee, approval, consent or other instrument with respect to all or any part of the Guaranteed Obligations, any Loan Document or any such other instrument or any term or provision of the foregoing (it being understood that this clause (ii) shall not be done or omitteddeemed to constitute a consent by any Subsidiary Guarantor to any such amendment with respect to any Loan Document to which it is a party);
(iii) the maturity accept or enter into new or additional agreements, security documents, guarantees (including letters of credit) or other instruments in addition to, in exchange for or relative to any of the Guaranteed Obligations shall be acceleratedLoan Document, all or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any part of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole collateral now or in part or otherwise dealt with; orthe future serving as security for the Guaranteed Obligations;
(iv) accept or receive (including from any lien other Subsidiary Guarantor) partial payments or security interest granted toperformance on the Guaranteed Obligations (whether as a result of the exercise of any right, remedy, power or in favor ofprivilege or otherwise);
(v) accept, receive and hold any Agent or Agents additional collateral for all or any Lender or Lenders as security for any part of the Guaranteed Obligations shall (including from any other Subsidiary Guarantor);
(vi) release, reconvey, terminate, waive, abandon, allow to lapse or expire, fail to be perfected. The perfect, subordinate, exchange, substitute, transfer, foreclose upon or enforce any collateral, security documents or guarantees (including letters of credit or the obligations of any other Subsidiary Guarantors hereby expressly waive diligence, presentment, demand Guarantor) for or relative to all or any part of payment, protest the Guaranteed Obligations;
(vii) apply any collateral or the proceeds of any collateral or guarantee (including any letter of credit or the obligations of any other Subsidiary Guarantor) to all or any part of the Guaranteed Obligations in such manner and all notices whatsoever, and any requirement that any extent as the Administrative Agent or any Lender exhaust may in its discretion determine;
(viii) release any rightPerson (including any other guarantor) from any personal liability with respect to all or any part of the Guaranteed Obligations;
(ix) settle, power compromise, release, liquidate or remedy enforce upon such terms and in such manner as the Administrative Agent or the Lenders may determine or as applicable law may dictate all or any part of the Guaranteed Obligations or any collateral on or guarantee (including any letter of credit issued with respect to) of all or any part of the Guaranteed Obligations;
(x) consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrower or any other Person (including any other Subsidiary Guarantor);
(xi) proceed against the Company Borrower, such or any other Subsidiary Guarantor or any other guarantor of (including any issuer of any letter of credit issued with respect to) all or any part of the Guaranteed Obligations or any collateral provided by any Person and exercise the right, remedies, powers and privileges of the Administrative Agent and the Lenders under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or otherwise in such order and such manner as the Administrative Agent or any Lender may, in its discretion, determine, without any necessity to proceed upon or against or exhaust any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce Section 3.01 as to any Subsidiary Guarantor;
(xii) foreclose upon any deed of trust, mortgage or other instrument creating or granting liens on any interest in real Property by judicial or nonjudicial sale or by deed in lieu of foreclosure, bid any amount or make no bid in any foreclosure sale or make any other Person under election of remedies with respect to such liens or exercise any right of set-off;
(xiii) obtain the appointment of a receiver with respect to any collateral for all or any part of the Guaranteed Obligations and apply the proceeds of such receivership as the Administrative Agent or any Lender may in its discretion determine (it being agreed that nothing in this clause (xiii) shall be deemed to make the Administrative Agent or any Lender a party in possession in contemplation of law, except at its option);
(xiv) enter into such other transactions or business dealings with any other guarantee Subsidiary Guarantor, the Borrower, any Subsidiary or Affiliate of the Borrower or any other guarantor of all or any part of the Guaranteed Obligations as the Administrative Agent or any Lender may desire; and
(xv) do all or any combination of the actions set forth in this Section.
(b) The enforceability and effectiveness of this Article and the liability of the Subsidiary Guarantors, and the rights, remedies, powers and privileges of the Administrative Agent and the Lenders, under this Agreement or any other agreement or instrument referred to herein or therein, shall not be affected, limited, reduced, discharged or terminated, and each Subsidiary Guarantor hereby expressly waives any defense now or in the future arising, by reason of:
(i) the illegality, invalidity, irregularity, authenticity, or security for, unenforceability of all or any part of the Guaranteed Obligations., this Agreement or any other agreement or instrument referred to herein or therein, or any agreement, security document, guarantee or other instrument relative to all or any part of the Guaranteed Obligations;
(ii) any disability or other defense of the Borrower or any other Subsidiary Guarantor with respect to all or any part of the Guaranteed Obligations or any other guarantor of all or any part of the Guaranteed Obligations (including any issuer of any letters of credit), including the effect of any statute of limitations that may bar the enforcement of all or any part of the Guaranteed Obligations or the obligations of any such other guarantor;
(iii) the illegality, invalidity, irregularity, authenticity or unenforceability of any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien on any collateral for all or any part of the Guaranteed Obligations;
(iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any other Subsidiary Guarantor (other than subject to Section 3.05, by reason of the full payment and performance of all Guaranteed Obligations);
(v) any failure of the Administrative Agent or any Lender to marshal assets in favor of the Borrower or any other Person (including any other guarantor), to exhaust any collateral for all or any part of the Guaranteed Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any other Subsidiary Guarantor, the Borrower, any other guarantor, all or any part of the Guaranteed Obligations (including any Issuing Lender in respect of Letters of Credit) or any other Person or to take any action whatsoever to mitigate or reduce such or any other Subsidiary Guarantor’s liability under this Article, neither the Administrative Agent nor any Lender being under any obligation to take any such action notwithstanding the fact that all or any part of the Guaranteed Obligations may be due and payable and that the Borrower may be in default of its obligations under this Agreement or any other agreement or instrument referred to herein or therein;
(vi) any failure of the Administrative Agent or any Lender to give notice after any Default of sale or other disposition of any collateral (including any notice of any judicial or nonjudicial foreclosure or sale of any interest in real Property serving as collateral for all or any part of the Guaranteed Obligations) for all or any part of the Guaranteed Obligations to the Borrower, any Subsidiary Guarantor or any other Person or any defect in, or any failure by any Subsidiary Guarantor or any other Person to receive, any notice that may be given in connection with any sale or disposition of any collateral;
(vii) any failure of the Administrative Agent or any Lender to comply with applicable laws in connection with the sale or other disposition of any collateral for all or any part of the Guaranteed Obligations, including any failure to conduct a commercially reasonable sale or other disposition of any collateral for all or any part of the Guaranteed Obligations;
(viii) any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real Property or other collateral serving as security for all or any part of the Guaranteed Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of any Subsidiary Guarantor or may preclude any Subsidiary Guarantor from obtaining reimbursement, contribution, indemnification or other recovery from any other Subsidiary Guarantor, the Borrower any other guarantor or any other Person and even though the Borrower may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;
(ix) any benefits the Borrower, any Subsidiary Guarantor or any other guarantor may otherwise derive from Sections 580(a), 580(b), 580(d) or 726 of the California Code of Civil Procedure or any comparable provisions of the laws of any other jurisdiction;
(x) any act or omission of the Administrative Agent, any Lender or any other person that directly or indirectly results in or aids the discharge or release of the Borrower or any other Subsidiary Guarantor, of all or any part of the Guaranteed Obligations or any security or guarantee (including any letter of credit) for all or any part of the Guaranteed Obligations by operation of law or otherwise;
(xi) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s principal obligation;
(xii) the possibility that the obligations of the Borrower to the Administrative Agent and the Lenders may at any time and from time to time exceed the aggregate liability of the Subsidiary Guarantors under this Article;
(xiii) any counterclaim, set-off or other claim which the Borrower or any other Subsidiary Guarantor has or alleges to have with respect to all or any part of the Guaranteed Obligations;
(xiv) any failure of the Administrative Agent or any Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person;
(xv) the election by the Administrative Agent or any Lender, in a bankruptcy proceeding of any Person, of the application or nonapplication of Section 1111(b)(2) of the United States Bankruptcy Code;
(xvi) any extension of credit or the grant of any lien under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code;
(xvii) any use of cash collateral under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code;
(xviii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;
(xix) the avoidance of any lien in favor of the Administrative Agent or any Lender for any reason;
(xx) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Guaranteed Obligations (or any interest on all or any part of the Guaranteed Obligations) in or as a result of any such proceeding;
(xxi) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, including by reason of Sections 2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the California Civil Code, and any future judicial decisions or legislation or of any comparable provisions of the laws of any other jurisdiction; or
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release release, non-perfection or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 Article III that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancescircumstances (and any defenses arising from the foregoing are hereby waived to the extent permitted by applicable law). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any law or regulation of any jurisdiction, or the occurrence of any other event, affecting any Guaranteed Obligation;
(iii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;; or
(iiiiv) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
and any other defenses arising from the foregoing are hereby waived to the extent permitted by applicable law. Any Subsidiary conducting Life Operations which is also a Guarantor shall be automatically released from its Guarantee hereunder at such time as (ivx) the Disposition with respect to such Guarantor has occurred pursuant to Section 7.02(e), (y) such Guarantor does not Guarantee any lien other Indebtedness of XL Group or security interest granted to, the Borrower in an aggregate principal amount exceeding £1,000,000 and (z) such Guarantor has no continuing operations or in favor of, any Agent assets (other than de minimis assets or Agents or any Lender or Lenders as security reserves for any future claims). This is a guarantee of the Guaranteed Obligations shall fail to be perfectedpayment and not of collection. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or thereinherein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary the Guarantor under -------------------------
Section 6.1 2.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) under this Note Purchase Agreement, the Notes, the other Loan Documents Note or any other agreement or instrument referred to herein or therein, Transaction Documents or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.2 that the obligations of the Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair affect the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described aboveGuarantor under this Guaranty:
(i) at any time or from time to time, without notice to the Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) the performance (other than full performance or payment of the Guaranteed Obligations) or non-performance of any of the acts mentioned in any of the provisions of this the Note Purchase Agreement or the Notes Note or any other agreement or instrument referred to herein or therein shall be done or omittedtherein;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this the Note Purchase Agreement or the Notes Note or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders the Purchaser as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors Guarantor hereby expressly waive waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender the Purchaser exhaust any right, power or remedy or proceed against the Company under this the Note Purchase Agreement or the Notes or the other Loan Documents Note or any other agreement or instrument referred to herein or therein, or against any other Person under this Guaranty or any other guarantee of, or security for, any of the Guaranteed Obligations. Guarantor represents, warrants and agrees that, as of the date of this Guaranty, its obligations under this Guaranty are not subject to any offsets or defenses, of any kind, against the Purchaser. Guarantor further agrees that its obligations under this Guaranty shall not be subject to any counterclaims, offsets or defenses.
Appears in 1 contract
Sources: Guaranty (Reschke Michael W)
Obligations Unconditional. The obligations of each Subsidiary Guarantor under Section 6.1 hereof 4.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred documents relating to herein or thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guarantee Guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Laws, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than payment in full of the Guaranteed Obligations), it being the intent of this Section 6.2 4.02 that the obligations of the Subsidiary Guarantors each Guarantor hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by Applicable Laws, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(ia) at any time or from time to time, without notice to the Subsidiary Guarantorssuch Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(iib) any of the acts mentioned in any of the provisions of this Agreement any of the Loan Documents, or other documents relating to the Notes Guaranteed Obligations or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiic) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Loan Documents or other documents relating to the Notes Guaranteed Obligations, or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee Guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or;
(ivd) any lien or security interest Lien granted to, or in favor of, any Administrative Agent or Agents or any Lender or Lenders of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(e) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of Borrower or any such Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of Borrower or any such Guarantor). The Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest protest, notice of acceptance of the Credit Facility Guaranty given hereby and of Credit Extensions that may constitute obligations Guaranteed hereby, notices of amendments, waivers and supplements to the Loan Documents and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that any Administrative Agent or any Lender holder of the Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Company under this Agreement or the Notes or the other Loan Documents or any other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of in the Guaranteed ObligationsLoan Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 2.1 hereof are joint and several, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of Indenture or the Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement, the Notes, the other Loan Documents Securities or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 2.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Holders have been paid in full and no person or governmental authority shall have any right to request any return or reimbursement of funds from the Holders in connection with monies received under the Securities or the Indenture. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors any Guarantor hereunder which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement the Indenture or the Notes or any other agreement or instrument referred to herein or therein Securities shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, accelerated or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Indenture or the Notes or any other agreement or instrument referred to herein or therein Securities shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders the Trustee as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or
(v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any person (including, without limitation. The Subsidiary Guarantors any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waive waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender the Trustee exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations.
Appears in 1 contract
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors under Section 6.1 hereof are absolute Section11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, areabsolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, ,regularity or enforceability of the obligations Guaranteed Obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, theSecured Hedge Agreements, the Treasury Services Agreements, the Notes, the other Loan Documents if any, or any other agreement or agreementor instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of guaranteeof or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever circumstancewhatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesorGuarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the thatthe occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder Guarantorshereunder which shall remain absolute absolute, irrevocable and unconditional as described under any and all circumstances asdescribed above:: 233
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, to the extentpermitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations GuaranteedObligations shall be extended, or such performance or compliance shall be waived;
(iiwaived;(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes theNotes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iiioromitted;(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the ofthe Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes LoanDocuments or any other agreement or instrument referred to herein or therein shall be waived amended orwaived in any respect or any other guarantee of any of the Guaranteed Obligations or except aspermitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or wholeor in part or otherwise dealt with; or
(ivwith;(iv) any lien Lien or security interest granted to, or in favor of, any an L/C Issuer or anyLender or Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand ; or(v) the release of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender exhaust any right, power or remedy or proceed against the Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred Guarantor pursuant to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed ObligationsSection 11.
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Obligations Unconditional. The Subject to the limitation set forth in Section 6.10, the obligations of each the Subsidiary Guarantor Guarantors under Section 6.1 hereof 6.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Company or any Obligor (other than such Subsidiary Guarantor) Borrower under this Agreement, the Notes, the other Loan Documents Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 6.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, but subject to the limitation set forth in Section 6.10, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder hereunder, which shall remain absolute and unconditional as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Credit Agreement Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee Guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or
(iv) any lien Lien or security interest granted to, or in favor of, any the Administrative Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Company Borrower under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.
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Sources: Credit Agreement (Premier Parks Inc)
Obligations Unconditional. The obligations of each Subsidiary Guarantor the Guarantors and the Borrower under Section 6.1 hereof 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Company Borrower or any Obligor (other than such Subsidiary Guarantor) Loan Party under this Agreement, the Notes, the other Loan Documents if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the 1104695.02A-CHISR01A - MSW Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 6.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstancesGuarantor or Borrower (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:
(i) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Latest Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations;
(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or;
(iv) any lien Lien or security interest granted to, or in favor of, any Agent or Agents or any Lender or Lenders the Administrative Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or
(v) the release of any other Guarantor pursuant to Section 7.09. The Subsidiary Guarantors and the Borrower hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Agent or any Lender Credit Party exhaust any right, power or remedy or proceed against the Company Borrower or any other Loan Party under this Agreement or the Notes or the other Loan Documents Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Borrower waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Credit Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Credit Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Parties, and the obligations and liabilities of the Guarantors and the Borrower hereunder shall not be conditioned or contingent upon the pursuit by the Credit Parties or any other person at any time of any right or remedy against the Borrower or any other Loan Party, or 1104695.02A-CHISR01A - MSW against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Borrower and the respective successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Credit Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.
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