Common use of Absolute Guaranty Clause in Contracts

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 liability of Guarantor under this Guaranty arising from consequential damages in connection with Guarantor's failure to satisfy any 87 Correction Obligation within 15 days after the time provided to Landlord to satisfy such Correction Obligation (the "Payment Obligations")

Absolute Guaranty. Guarantor hereby absolutely and unconditionally guarantees to TenantPledgor agrees that the liability hereunder shall be the immediate, direct, and its successors primary obligation of Pledgor and assignsshall not be contingent upon Banks’ or Agent’s exercise or enforcement of any remedy it may have against Borrower or any other Person, thator against the Pledged Collateral. Without limiting the generality of the foregoing, if: the Guaranty Obligations shall remain in full force and effect without regard to and shall not be impaired or affected by, nor shall Pledgor be exonerated or discharged by, any of the following events: (a) Landlord fails to correct Insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, death, liquidation, winding up or complete dissolution of Borrower, Pledgor or any Punch-List item, Latent Defect, or Warranty Item, or to enforce any Contractor Warranty, as other guarantor of the case may be; and Guaranty Obligations; (b) such failure is not corrected within any applicable cure periods set forth in the Lease; thenAny limitation, subject to the same terms and conditions as are set forth in Subsection 26(g) discharge, or cessation of the Leaseliability of Borrower, Guarantor promptly shall: (a) correct Pledgor or complete such Punch-List itemany other guarantor for the Guaranty Obligations due to any statute, Latent Defectregulation, or Warranty Itemrule of law, or enforce any invalidity or honor such Contractor Warrantyunenforceability in whole or in part of the Loan Documents or any other guaranty of the Guaranty Obligations; (c) Any amalgamation, as merger, acquisition, consolidation or change in structure of Borrower, Pledgor or any other guarantor of the case may beGuaranty Obligations; or any sale, lease, transfer, or other disposition of any or all of the assets or shares of Borrower, Pledgor or any other guarantor of the Guaranty Obligations; (bd) Any assignment or other transfer, in the case whole or in part, 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, Banks’ and to the extent that, Landlord is released or relieved from its obligations Agent’s interests in and rights under the Lease to correct Credit Agreement, any Punch-List itemHedging Agreement and this Pledge Agreement, 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' Banks’ and paralegals' fees Agent’s right to receive payment of the Guaranty Obligations and court costs) incurred by Tenant the Guaranty Obligations; or any assignment or other transfer, in whole or in part, of Banks’ and Agent’s interests in and to enforcethe Collateral, the Pledged Collateral, or in connection with enforcingany other collateral security securing the Guaranty Obligations or the Transferred Assets; (e) Any claim, this Guaranty (the "Enforcement Costs"). Tenant shall have the right to: (a) obtain an injunctiondefense, specific counterclaim, or setoff, other than that of prior payment or performance, that Borrower, Pledgor or any other guarantor of the Guaranty Obligations may have or assert, including, but not limited to, any defense of incapacity or lack of corporate or other equitable remedies authority to enforce execute any documents relating to the satisfaction by Guarantor of Guaranty Obligations, the Correction Obligations; and (b) as a third-party beneficiaryGuaranty Obligations or the Collateral, to enforce the terms and conditions of the Construction Agreement that the require correction of Punch-List items, Latent DefectsPledged Collateral, or Warranty Itemsany other collateral security for the Guaranty Obligations, or the enforcement of Contractor WarrantiesTransferred Assets; (f) Any cancellation, as the case may be. Guarantor also hereby absolutely and unconditionally guarantees to Tenant the payment renunciation or surrender of any amounts debt instrument evidencing the Guaranty Obligations, other than due to the complete prior and indefeasible payment or performance of such instrument; (g) Banks’ or Agent’s amendment, modification, renewal or extension of any documents or agreements relating to the liability Credit Agreement, the Guaranty Obligations, the Guaranty Obligations, the Collateral, the Pledged Collateral, any Hedging Agreement, or any other collateral security for the Guaranty Obligations, the Transferred Assets, or Banks’ and Agent’s exchange, release, or waiver of Guarantor under this any of the Pledged Collateral or any other collateral security for the Guaranty arising from consequential damages Obligations; (h) Banks’ or Agent’s exercise or non-exercise of any power, right or remedy with respect to the Guaranty Obligations, the Guaranty Obligations, the Collateral, the Pledged Collateral, any other collateral security for the Guaranty Obligations, or the Transferred Assets, including, but not limited to, Banks’ compromise, release, settlement or waiver with or of Borrower, Pledgor or any other Person; (i) Banks’ or Agent’s vote, claim, distribution, election, acceptance, action or inaction in connection with Guarantor's any bankruptcy case related to the Guaranty Obligations, the Guaranty Obligations, the Collateral, the Pledged Collateral, any other collateral security for the Guaranty Obligations, or the Transferred Assets; or (j) Any impairment or invalidity of the Collateral, the Pledged Collateral or any other collateral security for the Guaranty Obligations or any failure to satisfy perfect any 87 Correction Obligation within 15 days after of Banks’ and Agent’s Liens thereon or therein or any impairment or invalidity of the time provided to Landlord to satisfy such Correction Obligation (transfer of the "Payment Obligations")Transferred Assets.

Absolute Guaranty. The guaranty of the Guarantor hereby absolutely under this Agreement is a guaranty of payment and unconditionally guarantees to Tenantnot of collection and shall remain in effect until all of the Guarantor’s Obligations are indefeasibly paid in full. The Guarantor’s Obligations are the primary, direct, and its successors immediate obligations of the Guarantor and assignsshall not be affected by, thatsubject to, if: or conditioned upon, and may be enforced against the Guarantor irrespective of: (a) Landlord fails to correct or complete any Punch-List itemAny pursuit, Latent Defectenforcement, or Warranty Itemexhaustion of any rights or remedies the Lender may have to collect any of the Guarantor’s Obligations from the Borrower or from any other maker, endorser, surety or guarantor of, or pledgor of collateral for, any part of the Guarantor’s Obligations (each other maker, endorser, surety, guarantor or pledgor being an “Obligor” and collectively “Obligors”), or any recourse to enforce or against any Contractor Warranty, as collateral for any part of the case may be; and Guarantor’s Obligations; (b) such failure is not corrected within The invalidity, lack of priority, or unenforceability in whole or in part of any applicable cure periods set forth in the Lease; thenFinancing Documents; (c) Any counter-claim, subject to recoupment, setoff, reduction or defense based on any claim the same terms and conditions as are set forth in Subsection 26(gGuarantor may have against the Lender, the Borrower, or any Obligor; (d) The voluntary or involuntary liquidation, dissolution, termination, merger, sale, or other disposition of the Lease, Guarantor promptly shall: (a) correct Borrower 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 Borrower’s assets; (be) thereafter Tenant performs that Correction Obligation in accordance with Any bankruptcy, reorganization, insolvency, or similar proceedings for the relief of debtors under any federal or state law by or against the Borrower or any Obligor, or any discharge, limitation, modification, or release of liability of the Borrower or any Obligor arising out of any such proceedings; (f) Any event or matter to which the Guarantor has consented pursuant to under the terms and conditions of Section 20 this Agreement; and (g) Any other circumstance that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor (other than 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 (includingGuarantor) or surety, without limitation, attorneys' and paralegals' fees and court costs) incurred by Tenant to enforce, whether similar 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 dissimilar to the liability of Guarantor under this Guaranty arising from consequential damages in connection with Guarantor's failure to satisfy any 87 Correction Obligation within 15 days after the time provided to Landlord to satisfy such Correction Obligation (the "Payment Obligations")foregoing.

Absolute Guaranty. Guarantor hereby absolutely and unconditionally guarantees to Tenantagrees that the liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any right, power or remedy it may have against Company or any other Person. Without limiting the generality of the foregoing, the Guaranty Obligations shall remain in full force and effect without regard to and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged from its successors and assignsobligations hereunder by, that, if: any of the following events: (a) Landlord fails to correct Insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or complete any Punch-List item, Latent Defect, dissolution of Company or Warranty Item, or to enforce any Contractor Warranty, as the case may be; and Guarantor; (b) Any limitation, discharge, or cessation of the liability of Company or Guarantor due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of the documents evidencing the Guaranty Obligations; (c) Any merger, acquisition, consolidation or change in structure of Company (other than upon the Closing, as such failure term is not corrected within any applicable cure periods set forth defined in the Lease; thenAcquisition Agreement dated December 15, subject to 2004 among Lender, Company and Guarantor (the same terms and conditions as are set forth in Subsection 26(g“Acquisition Agreement”)) or Guarantor or any sale, lease, transfer or other disposition of any or all of the Leaseassets or equity interests of Company or Guarantor; (d) Any assignment or other transfer, Guarantor promptly shall: (a) correct in whole or complete such Punch-List itemin part, Latent Defectof Lender’s interests in and rights under this Guaranty, 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 Lender’s right 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 receive payment of any amounts portion of the Guaranty Obligations; (e) Any claim, counterclaim or setoff, or any defense (other than that of prior complete performance hereunder), that Company or Guarantor may have or assert, including, but not limited to, any defense of incapacity or lack of corporate or other authority to execute any documents relating to the liability Guaranty Obligations; (g) Lender’s exercise or nonexercise of Guarantor under this any power, right or remedy with respect to the Guaranty arising from consequential damages in connection Obligations, including, but not limited to, Lender’s compromise, release, settlement or waiver with or of Company or any other Person (other than the Guarantor's failure to satisfy ); or (h) Any other invalidity, irregularity or unenforceability of all or any 87 Correction Obligation within 15 days after part of the time provided to Landlord to satisfy such Correction Obligation (the "Payment Obligations")Guaranty Obligations or any other security therefor.

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 Warrantysatisfy the requirements for substantial completion of the Building Expansion, as will be set forth in the case may beExpansion Lease (collectively, the "Completion Requirements"); and (b) such failure is not corrected within any applicable cure periods set forth in the Expansion Lease; then, subject to the same terms and conditions as are will be set forth in Subsection 26(g) of the Expansion 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 shall cause the case may be; or (b) in the case of Punch-List items or Latent Defects, cause such Punch-List item or Latent Defect Completion Requirements to be corrected by a subcontractor or supplier satisfied (the "Correction Construction Obligations"); provided that, notwithstanding anything to the contrary set forth herein, Guarantor shall be released or relieved from the Correction Construction Obligations if, and to the extent that, Landlord is released or relieved from its obligations under the Expansion Lease to correct any Punch-List item, Latent Defect, or Warranty Item, or to enforce any Contractor Warranty, as satisfy the case may beCompletion Requirements. 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 its successors and assigns the full and prompt payment when due of any delay payments that Correction Obligationmay became due and payable under the Expansion Lease (the "Payment Obligations"). 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) to obtain an injunction, specific performance, or other equitable remedies to enforce the satisfaction by Guarantor of the Correction Construction Obligations; and (b) as a third-party beneficiaryprovided that, except for satisfaction of the Payment Obligations, Guarantor shall have no liability to enforce the terms and conditions Tenant for any damages, losses, costs, or expenses arising from, or in connection with, any failure 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 Obligations to Tenant the payment of any amounts relating to the liability of Guarantor under this Guaranty arising from consequential damages in connection with Guarantor's failure to satisfy any 87 Correction Obligation within 15 days after the time provided to Landlord to satisfy such Correction Obligation (the "Payment Obligations")be satisfied.

Absolute Guaranty. Guarantor hereby absolutely Guarantors agree that the liability hereunder shall be the immediate, direct and unconditionally guarantees primary obligation of Guarantors and shall not be contingent upon Lender's exercise or enforcement of any remedy that Lender may have against Borrower or any other Person, or against any collateral or any security for the Guaranty Obligations. Without limiting the generality of the foregoing, the Guaranty Obligations shall remain in full force and effect without regard to Tenantand shall not be impaired by, and its successors and assignsnor shall Guarantors be released, thatexonerated or discharged by, if: any of the following events: (a) Landlord fails to correct insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, death, liquidation, winding up or complete dissolution of death of Borrower, Guarantors or any Punch-List item, Latent Defect, or Warranty Item, or to enforce any Contractor Warranty, as other guarantor of the case may be; and Liabilities; (b) such failure is not corrected within any applicable cure periods set forth in the Lease; thenlimitation, subject to the same terms and conditions as are set forth in Subsection 26(g) discharge or cessation of the Leaseliability of Borrower, Guarantor promptly shall: Guarantors or any other guarantor for the Liabilities due to any statute, regulation or rule of law or any invalidity or unenforceability in whole or in part of the Loan Agreement or any other guaranty of the Liabilities; (ac) correct any merger, acquisition, consolidation or complete such Punch-List item, Latent Defect, change in structure of Borrower or Warranty Item, or enforce or honor such Contractor Warranty, as any other guarantor of the case may beLiabilities; or any sale, lease, transfer or other disposition of any or all of the assets or membership interests of Borrower, Guarantors or any other guarantor of the Liabilities; (bd) any assignment or other transfer, in the case whole or in part, 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, Lender's interests in and to the extent that, Landlord is released or relieved from its obligations rights 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 Loan Agreement 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 (this Guaranty including, without limitation, attorneys' Lender's right to receive payment of the Liabilities and paralegals' fees and court coststhe Guaranty Obligations; (e) incurred by Tenant to enforceany claim, defense, counterclaim or in connection with enforcingsetoff, this Guaranty (the "Enforcement Costs"). Tenant shall have the right to: (a) obtain an injunction, specific other than that of prior performance, that Borrower, Guarantors or any other guarantor of the Liabilities may have or assert including, but not limited to, any defense of incapacity or lack of corporate or other equitable remedies authority to enforce execute any documents relating to the satisfaction by Guarantor Liabilities, the Guaranty Obligations or any other guaranty obligations; (f) any cancellation, renunciation or surrender of any debt instrument evidencing the Correction Obligations; and Liabilities; (bg) as a third-party beneficiaryLender's amendment, modification, renewal or extension of any documents or agreements relating to enforce the terms and conditions of Loan Agreement, the Construction Agreement that the require correction of Punch-List items, Latent Defects, or Warranty ItemsLiabilities, or the enforcement of Contractor Warranties, as Guaranty Obligations; (h) the case may be. Guarantor also hereby absolutely and unconditionally guarantees to Tenant the payment exercise or nonexercise of any amounts relating power, right or remedy with respect to the liability Liabilities or the Guaranty Obligations by Lender including, but not limited to, compromise, release, settlement or waiver with or of Guarantor under this Borrower or Guarantors; (i) Lender's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Liabilities or the Guaranty arising from consequential damages in connection with Guarantor's Obligations; and (j) any impairment or invalidity of any collateral securing the Guaranty Obligations or any failure to satisfy perfect any 87 Correction Obligation within 15 days after the time provided to Landlord to satisfy such Correction Obligation (the "Payment Obligations")of Lender's liens thereon or security interests therein.