Absolute and Unconditional Guaranty. The guaranty provided by Prologis under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, and the liability of Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.
Absolute and Unconditional Guaranty. This is an absolute and unconditional guaranty and no invalidity, illegality, irregularity, unenforceability, avoidance or contractual or other subordination of all or any part of the Guaranteed Obligations, or of any security therefor, guaranty thereof, or right of offset with respect thereto, or of this Agreement, or of any part of the Loan Agreement or any other Loan Document, nor any regulation, order or ruling, or judicial or administrative directive of any kind, nor any election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, nor any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code, nor the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Xxxxxx’s claim(s) for repayment of the Guaranteed Obligations, nor any change in respect of any obligor of any of the Guaranteed Obligations (including without limitation, as a result of any merger, consolidation, dissolution, liquidation, recapitalization or other change of name, identity, structure or status), nor the operation of any anti-deficiency statute, nor any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Credit Support Provider, or any defense which the Borrower could assert with respect to its Guaranteed Obligations or the Guaranteed Obligations (including, without limitation, failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, the Lender liability and usury) shall impair, be a defense to, or otherwise affect, this Agreement.
Absolute and Unconditional Guaranty. The Guarantor absolutely and unconditionally guarantees: (a) the prompt and punctual payment when due, by acceleration or otherwise, of all of the indebtedness evidenced by that certain Promissory Note in the principal amount of One Million Three Hundred Eighty-Five Thousand Five Hundred Forty-Four and 00/100 Dollars ($1,385,544.00) (which, together with any and all amendments, modifications and supplements thereof and all notes issued in substitution or exchange therefor, is referred to as the “Note”) from Borrowers in favor of the Bank dated of even date herewith; and (b) and under any and all other documents, instruments and agreements evidencing or securing the indebtedness evidenced by the Note (all of such documents, instruments and agreements, and all amendments and modifications thereof, are collectively referred to herein as the “Loan Documents”). The Guarantor’s obligation for the payment of the indebtedness evidenced by the Note and Loan Documents shall include, without limitation, the obligation for the payment of: (a) the outstanding principal balance of such indebtedness under the Note; (b) all interest which may accrue or be payable pursuant to the Note (including, without limitation, interest at any default rate specified in the Note); (c) all fees and costs which may be or become payable in accordance with the terms of the Note and Loan Documents (including all late fees and charges); and (d) all costs of collecting or enforcing the Note, Loan Documents or this Guaranty. All of the obligations described in this Section 1 are collectively referred to as the “Guaranteed Obligations”.
Absolute and Unconditional Guaranty. This is also an absolute and unconditional Guaranty pursuant to which the obligations of the Guarantors may be enforced without first having recourse to the Borrower, any other Guarantor or person or any other agreement, security, guaranty or indemnity.
Absolute and Unconditional Guaranty. (a) The liability of each Guarantor under its Guaranty shall, to the fullest extent permitted under applicable Law, be full, irrevocable, absolute, unconditional and irrespective of:
(i) the illegality of this Agreement or any Guaranty;
(ii) the value, validity, regularity or genuineness of this Agreement with respect to Seller or Buyer, as applicable;
(iii) the enforceability of this Article 11 against the Seller, Buyer and any Guarantor;
(iv) any release, waiver, forbearance or discharge, in whole or in part, of any obligation of Seller or Buyer under this Agreement (other than to the extent resulting from payment or performance of the Seller Obligations or Buyer Obligations in accordance with their terms), or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Seller, Buyer or any of their assets;
(v) any change in the corporate existence, structure or ownership of Seller or Buyer;
(vi) any compromise, amendment, waiver or modification of this Agreement (in accordance with its terms), or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of the Seller Obligations or Buyer Obligations, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the other documents entered into in connection therewith (including the Ancillary Agreements) in accordance with their terms;
(vii) the existence of any claim, set-off or other right that any Guarantor may have at any time against Buyer or Seller, whether in connection with the Seller Obligations, Buyer Obligations or otherwise;
(viii) the failure of Buyer or Seller to assert any claim or demand or enforce any right or remedy against Seller, Buyer or any other Person primarily or secondarily liable with respect to the Seller Obligations or Buyer Obligations, as applicable, (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding);
(ix) the addition, substitution or release of Seller , Buyer or any other Person now or hereafter liable with respect to the Seller Obligations, Buyer Obligations or otherwise interested in the transactions contemplated by this Agreement (other than to the extent resulting from payment or performance of the Seller Obligations or Buyer Ob...
Absolute and Unconditional Guaranty. (a) The liability of each Guarantor hereunder is primary, absolute, and unconditional, and is independent of any security for or other guaranty of the Guarantied Obligations, whether executed by any other Guarantor or by any other Person, and the liability of each Guarantor hereunder shall not be affected or impaired by (i) any payment on, or in reduction of, any such other guaranty or undertaking, (ii) any dissolution, termination, or increase, decrease, or change in personnel by any Borrower, any other Guarantor or any other Person, (iii) any payment made to Lender on account of the Guarantied Obligations which Lender repays to any Borrower, any other Guarantor or any other Person pursuant to any court order in any Insolvency Proceeding (or any settlement or compromise of any claim made in such a proceeding relating to such payment), and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (iv) any action or inaction by Lxxxxx, or (v) any invalidity, irregularity, avoidability, or unenforceability of all or any part of the Guarantied Obligations or of any security therefor.
(b) This Guaranty includes all present and future Guarantied Obligations including any under transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing any Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part.
Absolute and Unconditional Guaranty. This Guaranty and the ----------------------------------- obligations of the Guarantor hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete performance and the payment in full of the Guarantied Obligations), including the occurrence of any one or more of the following, whether or not the Guarantor shall have had notice or knowledge of any of them:
Absolute and Unconditional Guaranty. The Liability of Grupo Bimbo under its Grupo Bimbo Guaranty shall, to the fullest extent permitted under applicable Law, be absolute and, except as set forth in Section 12.1(b) (Guaranty of Grupo Bimbo) and the last paragraph of this Section 12.2, unconditional irrespective of:
(a) the illegality of the Grupo Bimbo Guaranty;
(b) the validity or genuineness of this Agreement with respect to the Grupo Bimbo Guaranteed Person;
Absolute and Unconditional Guaranty. This Guaranty shall be a continuing, absolute and unconditional guaranty regardless of the validity, regularity, enforceability or legality of (a) any of the Guarantied Obligations, (b) any collateral securing the Guarantied Obligations, (c) any guaranty with respect to the Guarantied Obligations, or (d) any term of any document evidencing or relating to any of the Guarantied Obligations. In the event that for any reason one or more of the provisions of this Guaranty or its application to any person or circumstance shall be held to be invalid, illegal or unenforceable in any respect or to any extent, such provisions shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. In addition, any such invalidity, illegality, or unenforceability shall not affect any other provision hereof, but this Guaranty shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Absolute and Unconditional Guaranty. This Guaranty and the obligations of Guarantor under this Guaranty constitute an absolute, present and continuing guaranty of payment and performance and not of collectibility. The obligations of Guarantor under this Guaranty are in no way conditioned or contingent upon any action or omission by Lender or upon any other action, occurrence, or circumstance whatsoever. It is expressly understood and agreed that the obligations of Guarantor hereunder are and shall be absolute under any and all circumstances and shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim that Guarantor may have against Borrower or Borrower may have against Lender. Guarantor agrees that their liability hereunder shall be direct and immediate as a primary obligation and liability, irrespective of whether Lender has declared an Event of Default or commenced the exercise of any remedies under the Note, the Security Instrument or any of the other Loan Documents. Lender may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount of the Indebtedness Guaranteed, or any portion thereof, without proceeding against Borrower or any other person or entity, or foreclosing upon, selling, or otherwise disposing of or collecting or applying against any of the Premises or other collateral for the Loan.
