Absolute Guarantee. The Guarantee is absolute and unconditional and will not be affected or impaired by:
Absolute Guarantee. To the fullest extent permitted under applicable law, the obligations of Guarantor hereunder shall be absolute and unconditional, shall be continuing and remain in full force and effect until final and irrevocable payment, performance or observance in full of all of the Obligations has occurred and shall not, in any manner, be affected by (i) any action taken or not taken by any Guaranteed Party or any other Person or by (ii) any lack of prior enforcement or retention of any rights against Borrower or Guarantor or by (iii) any illegality, unenforceability or invalidity of (A) the Obligations or the Guaranteed Documents, (B) any other guarantee or other obligations, or (C) any other agreement or instrument referred to herein or therein, or by (iv) any substitution, release or exchange of any other guarantee of, or security for, any of the Obligations, or by (v) any other circumstance or condition (whether or not Guarantor or Borrower shall have any knowledge or notice thereof), including without limitation: (1) to the extent not covered in Section 5 below, any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Guaranteed Documents, the Obligations or any other instrument or agreement applicable to any of the parties to such agreements, any assignment, mortgage or transfer of any thereof or of any interest therein, or to any leasing or subleasing or any registration or re-registration of the Aircraft or any substitution of any Airframe or any Engine; (2) any failure, omission or delay on the part of Borrower or any other Person to conform or comply with any term of any Guaranteed Document; (3) any exercise, delay in the exercise, or nonexercise of any right, remedy, power or privilege under or in respect of any Guaranteed Document or any obligation or liability contained therein; (4) any waiver by any Guaranteed Party, or their successors or assigns, of the performance or observance by Borrower of any Obligation, or of any payment, Default or Event of Default, or breach or failure to perform under any Guaranteed Document; (5) any extension or renewal of time or forbearance for payment of any Financial Obligation or for performance of any other Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Guaranteed Document; (6) the exchange, surrender, substitution or modification of any collateral security for any of the Obligati...
Absolute Guarantee. The Guarantor's obligations hereunder shall be primary and independent and not be affected by the genuineness, validity, regularity or enforceability of the Obligations or the Operative Document, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations or the amounts indemnified hereunder which might otherwise constitute a defense to this Agreement. The Bank makes no representation or warranty with respect to any such circumstance and has no duty or responsibility whatsoever to the Guarantor with respect to the management and maintenance of the Obligations, the Operative Documents, or any collateral therefor. In the event that any payment to the Bank with respect to any Obligations or other amounts due hereunder is rescinded or must otherwise be returned or is not freely transferable outside the Russian Federation, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The Guarantor represents that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action and that this Agreement constitutes its legal, valid and binding obligation.
Absolute Guarantee. The Guarantee Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, or be deemed to be satisfied by, nor shall Guarantors be exonerated, discharged or released (by virtue of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code or any other law, rule, arrangement or relationship) by, any of the following events:
Absolute Guarantee. For valuable consideration and to induce CoBank, ACB (“CoBank”) to extend a loan or loans to Dakota Growers Pasta Company, Inc. Carrington, North Dakota (“Borrower”), of which DNA Dreamfields Company, LLC, (“Guarantor”), is a wholly owned subsidiary of Borrower. Guarantor unconditionally and absolutely guarantees and promises to pay to CoBank, or order, on demand, in lawful money of the United States, any and all Indebtedness of Borrower to CoBank; provided that the liability of the Guarantor hereunder shall be limited to the maximum amount of the Indebtedness which Guarantor may guarantee without rendering this Guarantee void or voidable under any applicable fraudulent conveyance or fraudulent transfer law. The word “Indebtedness” is used herein in its more comprehensive sense, and includes any and all advances, debts, obligations and liabilities of Borrower, including but not limited to all principal, interest, fees, expenses and stock subscription charges, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become barred by any statute of limitation, or whether such Indebtedness may be or hereafter become otherwise unenforceable.
Absolute Guarantee. The Guarantor’s obligation to the Owner hereunder shall be absolute and unconditional and shall not be affected, terminated or impaired by reason of any circumstances, including, without limitation, any set off, counterclaim, recoupment, defense or other right which the Guarantor may have against the Owner or anyone else for any reason whatsoever, or any other circumstance, happening or event whatsoever, whether or not similar to the foregoing; provided, however, that notwithstanding anything to the contrary set out in this Guarantee, the Guarantor shall have the right to assert any defenses which may exist in favor of the Charterer pursuant to the Bareboat Charterparty and the obligations of the Guarantor under this Guarantee shall never exceed the obligations of the Charterer under the Bareboat Charterparty. The liability of the Guarantor hereunder shall not be diminished, extinguished or released if any moneys received by the Owner hereunder are subsequently recovered from or surrendered or repaid by the Owner under or in contemplation of the provisions of any enactment relating to fraudulent preferences and no release or discharge given by the Owner to the Guarantor in consequence of such payment shall operate as a waiver of all or any of the rights of the Owner against the Guarantor hereunder. This Guarantee shall be in addition to and shall not be in any way prejudiced or affected by any collateral or other security now or hereafter held by the Owner for the Guaranteed Obligation, nor shall such collateral or other security or any lien to which the Owner may be otherwise entitled or the liability of any person(s) not parties hereto for all or any part of the Guaranteed Obligations be in any way prejudiced or affected by this Guarantee. No disposition, assurance, security or payment which may be avoided under any provisions of any written law or statute and no release, settlement or discharge which may have been given or made on the faith of any such disposition, assurance, security or payment shall prejudice or affect the Owner’s right to recover from the Guarantor monies to the full extent of this Guarantee, as if such disposition, assurance, security, payment, release, settlement or discharge (as the case may be) had never been granted, given or made. All compositions and monies received by the Owner from the Charterer or from any other company, person or estate capable of being applied by the Owner in reduction of the indebtedness of the Charterer...
Absolute Guarantee. The Guarantor's obligations under this Guarantee shall not be affected by the genuineness, validity, regularity, or enforceability of the Obligations or of any instrument evidencing the Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral for the Obligations, or by any other circumstances relating to the Obligations which might otherwise constitute a discharge of or defense to this Guarantee. The Lender makes no representation or warranty to the Guarantor regarding such matters, and has no duty or responsibility to disclose to the Guarantor any circumstances that may now or hereafter affect such matters. The Lender shall not be obligated to file any claim relating to the Obligations if the Borrower becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of the Lender so to file shall not affect the Guarantor's obligations hereunder. If any payment by the Borrower to the 62 Lender on account of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder for such Obligations as if such payment had not been made. The Guarantor's obligations under this Guarantee constitute a guarantee of payment and not of collection.
Absolute Guarantee. I understand and accept that by signing the Merchant Application document, I whether an owner or shareholder, personally guarantee and warrant all sums due or the settlement of any legal action taken against the business entity so listed on this document, the payment of which may be done by automatic debit from any and/or all of my accounts. 47 Assignability: I understand and agree that this contract or accompanying contracts as they relate to the Merchant Operating Guide and Merchant Application, and including, but limited to, the Internet Gateway License, or Point of Sale Equipment, or leasing service, inclusive of all their terms, conditions and Merchant obligations may be assigned to another business entity, trust, individual or financial institution, only at the sole discretion of USMS. Such aforementioned potential assignment is for the benefit of merchant and may facilitate efficient processing of all billing processes. Such assignment, will inure to such third party entity or financial institution all the benefits derived from such contract.
Absolute Guarantee. This Guarantee shall be an absolute, continuing, unconditional and irrevocable guarantee and shall remain in full force and effect as to Guarantor until such time as the Obligations are paid, performed and observed in full.
Absolute Guarantee. 3.1 This Guarantee shall be an absolute, continuing, unconditional and irrevocable guarantee of any and all Guaranteed Obligations made, endorsed, contracted or otherwise incurred by each Export Lessee and all extensions and renewals of such Guaranteed Obligations in whole or in part and shall, subject always to Clauses 10 and 14, remain in full force and effect until such time as the Guaranteed Obligations have been discharged in full.
