Absolute Guaranty. To the fullest extent permitted by Applicable Law, and except as limited by the express terms hereof, the liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of, and the Guarantor waives any right or defense arising out of: (i) the lack of power or authority of the Guarantor to execute and deliver this Guaranty or of HQSub to execute and deliver the Agreement; (ii) the failure of HQSub to exist as a legal entity or the consolidation or merger of HQSub with or into any other corporation or other entity, or the sale, lease or other disposition by HQSub of all or substantially all of its assets to any other business entity; (iii) any disposal, transfer, assignment or other disposition or all or any part of the direct or indirect interest of the Guarantor in HQSub; (iv) the bankruptcy, insolvency, dissolution, administration, reorganization or liquidation of HQSub, the admission in writing by HQSub of its inability to pay its debts as they mature, or its making of a general assignment for the benefit of, or entering into a composition or arrangement with creditors or similar proceeding (whether such right or defence is available to the Guarantor, HQSub, as debtor, or HQSub’s trustee or receiver); (v) any failure to give to the Guarantor notice of default in the making of any payment due and payable under this Guaranty or the Agreement, or notice of any failure on the part of HQSub to do any act or thing or to observe or perform any covenant, condition or agreement by it to be observed or performed under the Agreement, except for the obligations to make demand for payment as set forth under Section 1 of this Guaranty; (vi) the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of the Guarantor against HQSub; (vii) subject to Section 2 of this Guaranty, any amendment, modification or extension of the Agreement; (viii) any assertion or claim that the automatic or other stay provided by Section 362 of the Bankruptcy Code or the equivalent legislation of any other country arising upon the voluntary or involuntary bankruptcy proceeding of HQSub shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of the Beneficiary to enforce any rights that the Beneficiary may have against the Guarantor; and (ix) any other circumstances whatsoever (with or without knowledge of the Beneficiary or the Guarantor) that constit...
Absolute Guaranty. Guarantor absolutely, unconditionally and irrevocably guaranties to Agent and the Lenders the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrower defaults in the payment when due of the Indebtedness or any part of it, Guarantor will in lawful money of the United States pay to Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses.
Absolute Guaranty. Guarantor's liabilities and obligations under ------------------ this Guaranty shall be absolute and unconditional irrespective of, shall not be released, impaired, limited, reduced, conditioned upon or otherwise affected by and shall continue in full force and effect notwithstanding the occurrence of any event (other than an event consisting of payment and performance of such liabilities and obligations as provided in Paragraph 3 hereof) at any time or from time to time, including, without limitation, any one or more of the following events specified in clauses (a) through (o) of this Paragraph 4 below, and neither Administrative Agent nor any Lender shall be obligated or required to take or to refrain from taking any of such actions or inactions specified below and shall not have any liability, obligation or duty whatsoever with respect to such actions or inactions, it being acknowledged and agreed by Guarantor that all of such liabilities, obligations and duties (if any) of Administrative Agent or any Lender otherwise existing and all rights and remedies (if any) of Guarantor with respect thereto (whether such liabilities, obligations, duties, rights or remedies exist by virtue of agreement, common law, equity, statute or otherwise), and each and every defense which, under principles of guaranty or suretyship law, would otherwise operate to eliminate, impair, condition or restrict the liabilities and obligations of Guarantor for the Guaranteed Obligations, are hereby expressly waived by Guarantor:
(a) the taking or accepting of any security or other guaranty for any or all of the Guaranteed Obligations, whether heretofore, concurrently herewith or hereafter;
(b) any failure to create or perfect or properly create or perfect any lien, security interest or assignment intended as security, or any release, surrender, exchange, substitution, subordination or loss of any security or guaranty at any time existing in connection with any or all of the Guaranteed Obligations for any reason; or any suretyship defenses, including, without limitation, any impairment of collateral;
(c) any partial or full release of the liability or obligation of Guarantor under any other guaranty whether or not similar to this Guaranty;
(d) the entering into, delivery of, modification of, amendment to or waiver of compliance with the Credit Agreement, any Note or any other Loan Document, or any agreement, document or instrument evidencing, securing or otherwise affecting all or part...
Absolute Guaranty. The liability of the Guarantor under this Guaranty with respect to each and all of the Obligations shall be absolute and unconditional, irrespective of any waiver of, amendment to, modification of, consent or departure from, the Guaranteed Agreements, including, without limitation, any waiver or consent involving a change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations.
Absolute Guaranty. Guarantor hereby absolutely and unconditionally guarantees to Tenant, and its successors and assigns, that, if: (a) Landlord fails to correct or complete any Punch-List item, Latent Defect, or Warranty Item, or to enforce any Contractor Warranty, as the case may be; and (b) such failure is not corrected within any applicable cure periods set forth in the Lease; then, subject to the same terms and conditions as are set forth in Subsection 26(g) of the Lease, Guarantor promptly shall: (a) correct or complete such Punch-List item, Latent Defect, or Warranty Item, or enforce or honor such Contractor Warranty, as the case may be; or (b) in the case of Punch-List items or Latent Defects, cause such Punch-List item or Latent Defect to be corrected by a subcontractor or supplier (the "Correction Obligations"); provided that, notwithstanding anything to the contrary set forth herein, Guarantor shall be released or relieved from the Correction Obligations if, and to the extent that, Landlord is released or relieved from its obligations under the Lease to correct any Punch-List item, Latent Defect, or Warranty Item, or to enforce any Contractor Warranty, as the case may be. Guarantor hereby further absolutely and unconditionally guarantees that, if: (a) Landlord or Guarantor fails to satisfy any of the Correction Obligations; and (b) thereafter Tenant performs that Correction Obligation in accordance with the terms and conditions of Section 20 of the Lease; then Guarantor shall pay to Tenant on demand all reasonable costs and expenses incurred by Tenant to perform that Correction Obligation. Guarantor hereby further absolutely and unconditionally agrees that Guarantor shall pay to Tenant upon demand any and all reasonable costs and expenses (including, without limitation, attorneys' and paralegals' fees and court costs) incurred by Tenant to enforce, or in connection with enforcing, this Guaranty (the "Enforcement Costs"). Tenant shall have the right to: (a) obtain an injunction, specific performance, or other equitable remedies to enforce the satisfaction by Guarantor of the Correction Obligations; and (b) as a third-party beneficiary, to enforce the terms and conditions of the Construction Agreement that the require correction of Punch-List items, Latent Defects, or Warranty Items, or the enforcement of Contractor Warranties, as the case may be. Guarantor also hereby absolutely and unconditionally guarantees to Tenant the payment of any amounts relating to the liab...
Absolute Guaranty. The Guarantor’s obligations hereunder shall not be affected by the genuineness, validity or enforceability of the Obligations or any instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might vary the risk of the Guarantor or otherwise constitute a defense to this Guaranty. Further, the Guarantor shall not be discharged, nor shall its liability be affected, by any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Counterparty makes no representation or warranty in respect of any such circumstance and has no duty or responsibility whatsoever to the Guarantor in respect of the management and maintenance of the Obligations or any collateral therefor. The Counterparty shall not be obligated to file any claim relating to the Obligations in the event that Mizuho Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Counterparty so to file shall not affect the Guarantor’s obligations hereunder. This Guaranty constitutes a guaranty of payment when due and not of collection. In the event that any payment by Mizuho Obligor or the Guarantor in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect of such Obligations as if such payment had not been made.
Absolute Guaranty. The Guarantor unconditionally, absolutely, and irrevocably guarantees, for the ratable benefit of Lenders and for the ratable benefit of each and every present and future holder or holders of the Notes (all herein called the "Lender"), the full and prompt payment to the Lender at maturity (whether at the stated maturities thereof, or by acceleration or otherwise) of the present or future indebtedness of the Borrower evidenced by the Loan Agreement and the Notes, together with all other present or future obligations and liabilities of the Borrower under and pursuant to the Loan Documents as the same or any thereof may from time to time be amended, restated and modified (all of which indebtedness, obligations and liabilities being herein called the "Indebtedness Hereby Guaranteed") and the full and prompt performance and observance by the Borrower of all of the warranties, covenants and agreements provided by the Loan Documents to be performed and observed by the Borrower (herein called the "Obligations"); and to this end the Guarantor covenants and agrees to take all such actions necessary to enable the Borrower to observe and perform and to refrain from taking any action which would prevent the Borrower from observing and performing each and every Obligation.
Absolute Guaranty. The obligations of each Guarantor under this Guaranty are joint and several and are absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, without limitation, (i) any action or inaction by a Holder or any other circumstance contemplated in Section 3; or (ii) the existence of any other guaranties of the Guaranteed Debt, whether or not such other guaranties have been acted upon in any way.
Absolute Guaranty. The Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of any lack of validity, regularity or enforceability of any Transaction Document or any of the transactions contemplated hereby or thereby, the absence of any action to enforce the same, any waiver or consent by any party with respect to any provisions hereof or thereof, the recovery of any judgment against any Primary Obligor, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor waives (i) the right to interpose counterclaims or setoffs of any kind and description in any litigation arising under any Transaction Document, (ii) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Primary Obligor and (iii) any right to require a proceeding first against any Primary Obligor, protest, notice and all demands whatsoever. The Guarantor covenants that this Guaranty shall not be discharged except by complete performance of the obligations contained in each Transaction Document. The Guarantor acknowledges that this Guaranty is a guarantee of payment and not of collection.
Absolute Guaranty. API’s obligations hereunder shall not be affected by (a) the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument evidencing the Guaranteed Obligations (b) the existence, legality, validity, enforceability (including as a result of a bankruptcy, reorganization or similar proceeding), perfection, or extent of any collateral therefor, (c) any change in the corporate existence or structure of any other Borrower, (d) any claims or set-offs that API may have, (e) any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations or the rights of any Bank with respect thereto or (f) any other circumstance relating to the Guaranteed Obligations or the Borrowers (other than API) which might otherwise constitute a defense available to any surety or guarantor or to this Guaranty. The Banks make no representation or warranty in respect of any such circumstance and have no duty or responsibility whatsoever to API with respect to the management or maintenance of the Guaranteed Obligations or any collateral therefor. The Banks shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that a Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Banks so to file shall not affect API’s obligations hereunder. In the event that any payment to the Banks in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, API shall remain liable hereunder in respect of such Guaranteed Obligation as if such payment had not been made.
