Common use of Absolute Guaranty Clause in Contracts

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 NPT to execute and deliver the Agreement; (ii) the failure of NPT to exist as a legal entity or the consolidation or merger of NPT with or into any other corporation or other entity, or the sale, lease or other disposition by NPT 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 NPT; (iv) the bankruptcy, insolvency, dissolution, administration, reorganization, or liquidation of NPT, the admission in writing by NPT 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, NPT, as debtor, or NPT’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 NPT 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 NPT; (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 NPT 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 constitutes, or might be construed to constitute, an equitable or legal discharge or defense of the Guarantor under this Guaranty, in bankruptcy or in any other instance, including all defenses of a guarantor or surety generally, other than full, final and indefeasible payment of the Guaranteed Obligations by the Guarantor and/or NPT.

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 NPT HQSub to execute and deliver the Agreement; (ii) the failure of NPT HQSub to exist as a legal entity or the consolidation or merger of NPT HQSub with or into any other corporation or other entity, or the sale, lease or other disposition by NPT 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 NPTHQSub; (iv) the bankruptcy, insolvency, dissolution, administration, reorganization, reorganization or liquidation of NPTHQSub, the admission in writing by NPT 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, NPTHQSub, as debtor, or NPTHQSub’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 NPT 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 NPTHQSub; (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 NPT 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 constitutes, or might be construed to constitute, an equitable or legal discharge or defense of the Guarantor under this Guaranty, in bankruptcy or in any other instance, including all defenses of a guarantor or surety generally, other than full, final and indefeasible payment of the Guaranteed Obligations by the Guarantor and/or NPTHQSub.

Absolute Guaranty. To This Guaranty is an absolute, irrevocable, ----------------- unconditional and continuing guaranty of payment and performance of the Obligations, irrespective of the genuineness, validity, regularity or enforceability of the Obligations or any other instrument executed and delivered in connection therewith, or any substitution, release or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of the parties that the obligations of the Guarantors hereunder shall be absolute and except as limited by unconditional under any and all circumstances.. Without limiting the express terms hereofgenerality of the foregoing, it is agreed that the liability of the Guarantors shall not be modified, limited, released, impaired or affected in any manner whatsoever by:(a) repayments by the Borrower or the allocation by the Lender of repayments by the Borrower, it being the understanding of each Guarantor that such Guarantor's liability shall continue hereunder so long as there are any Obligations outstanding; (b) Lender obtaining collateral to secure payment of the Obligations; (c) the assumption of liability by any other person (whether as a guarantor or otherwise) for payment or performance of the Obligations (unless Guarantors are unconditionally released in writing by Lender); (d) the subordination, relinquishment or discharge of Lender's rights under this Guaranty shall be absolutethe Obligations; (e) a release, unconditional and irrevocable irrespective ofsurrender, and exchange, loss, termination, waiver or discharge of any collateral securing performance of the Guarantor waives Obligations; (f) the incapacity, death, insolvency, bankruptcy, reorganization, assignment for the benefit of creditors, receivership, disability, conservatorship, discharge, waiver or other exoneration of the Lender, Borrower or Guarantors (or any other person now or hereafter liable for performance of the Obligations); (g) the assignment by Lender, renewal, extension, modification or amendment of the Obligations; (h) failure, delay, waiver or refusal by the Lender to exercise any right or defense arising out of: remedy held by the Lender under law or the Obligations; (i) the lack of power any change in ownership or authority control of the Guarantor to execute and deliver this Guaranty or of NPT to execute and deliver the AgreementBorrower; (iij) the invalidity, unenforceability or insufficiency of any one or more of the terms of the agreements or instruments creating the Obligations or any collateral securing payment or performance thereunder; (k) the failure by Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of Borrower or any other person or entity; (l) recovery from Borrower or any other person or entity becomes barred by any statute of limitations or is otherwise prevented; (m) any modifications, extensions, amendments, consents, releases or waivers with respect to the Obligations, or any other instrument now or hereafter securing the payment of the Obligations or this Guaranty; (n) Guarantor is or becomes liable for any Obligations owing by Borrower to Lender other than under this Guaranty; (o) any impairment, modification, change, release, limitation or equitable subordination of the liability of, or stay of actions or lien enforcement proceedings against, Borrower, its property, or its estate in bankruptcy, or occurring as the result of an assignment for the benefit of creditors, receivership, dissolution, arrangement, composition or similar proceedings federal or state law, or from the decision of any court, or (k) the failure of NPT a Guarantor to exist as a legal entity or the consolidation or merger of NPT with or into any other corporation or other entity, or the sale, lease or other disposition by NPT 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 NPT; (iv) the bankruptcy, insolvency, dissolution, administration, reorganization, or liquidation of NPT, the admission in writing by NPT 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, NPT, as debtor, or NPT’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 receive notice of any failure on the part of NPT to do any act one 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 more of the Guarantor against NPT; (vii) subject to Section 2 of this Guaranty, any amendment, modification foregoing actions 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 NPT 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 constitutes, or might be construed to constitute, an equitable or legal discharge or defense of the Guarantor under this Guaranty, in bankruptcy or in any other instance, including all defenses of a guarantor or surety generally, other than full, final and indefeasible payment of the Guaranteed Obligations by the Guarantor and/or NPTevents.

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 NPT to execute and deliver the Agreement; (ii) the failure of NPT to exist as a legal entity or the consolidation or merger of NPT with or into any other corporation or other entity, or the sale, lease or other disposition by NPT 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 NPT; (iv) the bankruptcy, insolvency, dissolution, administration, reorganization, or liquidation of NPT, the admission in writing by NPT 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, NPT, as debtor, or NPT’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 NPT 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 1014917.31-D.C. Server 1A - MSW EXECUTION COPY Guarantor against NPT; (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 NPT 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 constitutes, or might be construed to constitute, an equitable or legal discharge or defense of the Guarantor under this Guaranty, in bankruptcy or in any other instance, including all defenses of a guarantor or surety generally, other than full, final and indefeasible payment of the Guaranteed Obligations by the Guarantor and/or NPT.

Absolute Guaranty. To the fullest extent permitted by Applicable Law, and except as limited by the express terms hereof, the liability of the Guarantor Guarantor's obligations under this Guaranty shall be absolute, unconditional and irrevocable irrespective ofcontinuing, and unconditional, shall remain in full force and effect until irrevocable payment in full of all of the Indemnity Obligations, and shall not be affected by any action taken or not taken by Purchaser, by any lack of prior enforcement or retention of any rights against Seller or Guarantor, by any illegality, unenforceability, or invalidity of the Indemnity Obligations or the Transaction Documents, by any other guaranty or other obligations, or by any other circumstance or condition (whether or not Guarantor waives or the Acquired Companies have any knowledge or notice thereof), including: (1) any termination, amendment, modification, or other change in, or supplement to, any of the Transaction Documents, or any furnishing or acceptance of additional security, or release of any security, for the obligations of Seller under the Transaction Documents; (2) any failure, omission, or delay on the part of any Person to conform or comply with any term of any Transaction Document; (3) any waiver of the payment, performance, or observance of any of the obligations, conditions, covenants, or agreements contained in any Transaction Document or any other waiver, consent, extension, indulgence, compromise, settlement, release, or other action or inaction under or in respect of any Transaction Document, or any exercise or non- exercise of any right or defense arising out of: (i) the lack remedy under any Transaction Document or any obligation or liability of power Purchaser or authority Seller, or any exercise or non-exercise of the Guarantor to execute and deliver this Guaranty any right, remedy, power, or privilege under or in respect of NPT to execute and deliver the Agreementany Transaction Document or any such obligation or liability; (ii4) any extension of time for payment or performance of any Indemnity Obligation; (5) any failure, omission, or delay on the failure part of NPT Purchaser to exist as a legal entity enforce, assert, or the consolidation exercise any right, power, or merger of NPT remedy conferred on it in connection with any Transaction Document, or into any other corporation or other entity, or action on the sale, lease or other disposition by NPT part of all or substantially all of its assets to any other business entityPurchaser; (iii7) any disposal, transfer, assignment voluntary or other disposition or all or any part of the direct or indirect interest of the Guarantor in NPT; (iv) the involuntary bankruptcy, insolvency, dissolution, administration, reorganization, or liquidation of NPT, the admission in writing by NPT of its inability to pay its debts as they mature, or its making of a general assignment for the benefit ofof creditors, or entering into a composition or arrangement with creditors receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities, or similar proceeding with respect to Purchaser, Guarantor, or any other Person or any of their respective properties or creditors, or the disaffirmance in whole or in part of any of the Transaction Documents in any such proceeding, or any action taken by any trustee or receiver or by any court in any such proceeding; (whether 8) any limitation on Purchaser's liability or obligations (or the liabilities and obligations of any other Person) or any discharge, termination, cancellation, frustration, irregularity, invalidity, or unenforceability, in whole or in part, of any of the Transaction Documents; (9) any merger or consolidation of Purchaser into or with any other corporation, or any sale, lease, or other transfer of any of the assets of Purchaser to any other Person or any change in the ownership of Purchaser or in the control of Purchaser; (10) to the extent permitted by law, any release or discharge, by operation of law, of Guarantor from the performance or observance of any obligation, covenant, or agreement contained in this Guaranty; and (12) any other condition or circumstance which might otherwise constitute a legal or equitable discharge, release, or defense of a surety or guarantor, or which might otherwise limit recourse against Guarantor, including any discharge, release, defense, or limitation arising out of any laws of the United States of America or any state thereof or any other Government Authority having authority over the same which would exempt, modify, or delay the due or punctual payment and performance of the obligations of Guarantor hereunder. Subject to paragraph (e) below, the obligations of Guarantor hereunder are not dischargeable except by payment. No failure or delay in exercising any right under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or defence is available to further exercise thereof or the Guarantor, NPT, as debtor, or NPT’s trustee or receiver); (v) any failure to give to the Guarantor notice of default in the making exercise of any payment due and payable other right of Seller under this Guaranty or the Agreement, or notice of any failure on the part of NPT 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 NPT; (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 NPT 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 constitutes, or might be construed to constitute, an equitable or legal discharge or defense of the Guarantor under this Guaranty, in bankruptcy or in any other instance, including all defenses of a guarantor or surety generally, other than full, final and indefeasible payment of the Guaranteed Obligations by the Guarantor and/or NPTTransaction Documents.

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 NPT HQSub to execute and deliver the Agreement; (ii) the failure of NPT 1014917.31-D.C. Server 1A - MSW EXECUTION COPY HQSub to exist as a legal entity or the consolidation or merger of NPT HQSub with or into any other corporation or other entity, or the sale, lease or other disposition by NPT 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 NPTHQSub; (iv) the bankruptcy, insolvency, dissolution, administration, reorganization, reorganization or liquidation of NPTHQSub, the admission in writing by NPT 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, NPTHQSub, as debtor, or NPTHQSub’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 NPT 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 NPTHQSub; (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 NPT 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 constitutes, or might be construed to constitute, an equitable or legal discharge or defense of the Guarantor under this Guaranty, in bankruptcy or in any other instance, including all defenses of a guarantor or surety generally, other than full, final and indefeasible payment of the Guaranteed Obligations by the Guarantor and/or NPTHQSub.