Common use of Absolute Liability Clause in Contracts

Absolute Liability. The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Promissory Note. The liability of the Guarantor under this guarantee shall be absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of the Promissory Note; (b) any contest by the Debtor, its subsidiaries or any other person as to the validity or enforceability of any terms of the Promissory Note or the priority of any security granted to the Guaranteed Party by the Debtor, its subsidiaries or any other person pursuant to the terms of the Promissory Note or otherwise; (c) any defence, counter-claim or right of set-off available to the Debtor or its subsidiaries; (d) any extension of the time or times for payment of the Guaranteed Obligations or any other amendments, waivers or indulgences the Guaranteed Party may grant to the Debtor or its subsidiaries; (e) any dealings with the security which the Guaranteed Party holds or may hold pursuant to the terms and conditions of the Promissory Note or otherwise, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (f) the assignment of all or any part of the benefits of this guarantee; (g) any other circumstances which might otherwise constitute a defence available to or a discharge of the Guarantor, the Debtor, its subsidiaries or any other person in respect of the Guaranteed Obligations, or the Guarantor in respect of this guarantee.

Absolute Liability. The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Promissory NoteLoan Agreement. The liability of the Guarantor under this guarantee shall be absolute and unconditional irrespective of: (a) a. the lack of validity or enforceability of any terms of the Promissory NoteLoan Agreement or any security granted to the Lender by the Borrower or any other person or persons pursuant to the terms of the Loan Agreement; (b) b. any contest consent by the Debtor, its subsidiaries Borrower or any other person as to the amount of the Guaranteed Obligations or the validity or enforceability of any terms of the Promissory Note or the priority of any security granted to the Guaranteed Party by the Debtor, its subsidiaries or any other person pursuant to the terms of the Promissory Note or otherwiseLoan Agreement; (c) c. any defence, counter-claim or right of set-off available to the Debtor or its subsidiariesBorrower; (d) d. any extension of the time or times for payment of the Guaranteed Obligations or any other amendments, waivers or indulgences the Guaranteed Party Lender may grant to the Debtor or its subsidiariesBorrower; (e) e. any dealings with the security which the Guaranteed Party Lender holds or may hold pursuant to the terms and conditions of the Promissory Note or otherwiseLoan Agreement, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (f) f. the assignment of all or any part of the benefits of this guarantee; (g) g. any modification or amendment of or supplement to the Guaranteed Obligations or the Loan Agreement, including, without limitation, any assignment or assumption of the commitment or commitments of the Lender under the Loan Agreement and any increase or decrease in the principal, the rates of interest or other amounts payable under the Loan Agreement; or h. any other circumstances which might otherwise constitute constituted a defence available to or a discharge of the Guarantora guarantor, the Debtor, its subsidiaries Borrower or any other person in respect of the Guaranteed Obligations, or of the Guarantor in respect of to this guarantee.

Absolute Liability. The Guarantor guarantees Subject to the limitation on recourse set forth in section 1 above, the Guarantors guarantee that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Promissory NoteLoan Agreement. The liability of the Guarantor Guarantors under this guarantee shall be absolute and unconditional irrespective of: (a) a. the lack of validity or enforceability of any terms of the Promissory NoteLoan Agreement or any security granted to the Lender by the Borrower or any other person or persons pursuant to the terms of the Loan Agreement; (b) b. any contest consent by the Debtor, its subsidiaries Borrower or any other person as to the amount of the Guaranteed Obligations or the validity or enforceability of any terms of the Promissory Note or the priority of any security granted to the Guaranteed Party by the Debtor, its subsidiaries or any other person pursuant to the terms of the Promissory Note or otherwiseLoan Agreement; (c) c. any defence, counter-claim or right of set-off available to the Debtor or its subsidiariesBorrower; (d) d. any extension of the time or times for payment of the Guaranteed Obligations or any other amendments, waivers or indulgences the Guaranteed Party Lender may grant to the Debtor or its subsidiariesBorrower; (e) e. any dealings with the security which the Guaranteed Party Lender holds or may hold pursuant to the terms and conditions of the Promissory Note or otherwiseLoan Agreement, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (f) f. the assignment of all or any part of the benefits of this guarantee; (g) g. any modification or amendment of or supplement to the Guaranteed Obligations or the Loan Agreement, including, without limitation, any assignment or assumption of the commitment or commitments of the Lender under the Loan Agreement and any increase or decrease in the principal, the rates of interest or other amounts payable under the Loan Agreement; or h. any other circumstances which might otherwise constitute constituted a defence available to or a discharge of the Guarantora guarantor, the Debtor, its subsidiaries Borrower or any other person in respect of the Guaranteed Obligations, or of the Guarantor Guarantors in respect of to this guarantee.

Absolute Liability. The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Promissory NoteDebt Repayment Agreement, the Assumption Agreement and the Convertible Instrument. The liability of the Guarantor under this guarantee shall be absolute and unconditional irrespective of: (a) the lack of validity or enforceability of any terms of the Promissory NoteDebt Repayment Agreement, the Assumption Agreement, the Convertible Instrument or any security granted to Fremantle by the Borrowers, or either of them or any other person or persons pursuant to the terms of the Debt Repayment Agreement or any other security and supporting agreements of the Borrowers, or either of them or of such other persons (such security and supporting agreements being collectively the “Security and Supporting Agreements”) or otherwise; (b) any contest by the DebtorBorrowers, its subsidiaries or either of them or any other person as to the amount of the Guaranteed Obligations or the validity or enforceability of any terms of the Promissory Note Debt Repayment Agreement or the Security and Supporting Agreements or the priority of any security granted to the Guaranteed Party Fremantle by the DebtorBorrowers, its subsidiaries or either of them or any other person or persons pursuant to the terms of the Promissory Note Debt Repayment Agreement, the Security and Supporting Agreements or otherwise; (c) any defence, counter-claim or right of set-off available to the Debtor or its subsidiariesBorrowers of either of them; (d) any extension of the time or times for payment of the Guaranteed Obligations or any other amendments, waivers or indulgences the Guaranteed Party Fremantle may grant to the Debtor Borrowers, or its subsidiarieseither of them; (e) any dealings with the security which the Guaranteed Party Fremantle holds or may hold pursuant to the terms and conditions of the Promissory Note Debt Repayment Agreement, the Security and Supporting Agreements or otherwise, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (f) the assignment of all or any part of the benefits of this guarantee; (g) any modification or amendment of or supplement to the Guaranteed Obligations, the Debt Repayment Agreement, including, without limitation, any assignment or assumption of the commitment of Fremantle under the Debt Repayment Agreement and any increase or decrease in the principal, the rates of interest or other circumstances amounts payable under the Debt Repayment Agreement; or (h) any other circumstance which might otherwise constitute a defence available to or a discharge of the Guarantora guarantor, the DebtorBorrowers, its subsidiaries or either of them or any other person in respect of the Guaranteed Obligations, or of the Guarantor in respect of this guarantee.

Absolute Liability. The (a) Each Guarantor hereby guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement or the Promissory Note. The applicable Credit Document, as the case may be, and that its liability of the Guarantor under this guarantee shall be absolute and unconditional irrespective of: (ai) the any lack of validity or enforceability of this Agreement or any terms of the Promissory Noteother Credit Documents; (bii) any contest by the Debtor, its subsidiaries Borrower or any other person Person as to the amount of the Guaranteed Obligations or of the validity or enforceability of this Agreement or any terms of the Promissory Note or the priority of any security granted to the Guaranteed Party by the Debtor, its subsidiaries or any other person pursuant to the terms of the Promissory Note or otherwiseCredit Documents; (c) any defence, counter-claim or right of set-off available to the Debtor or its subsidiaries; (diii) any extension of the time or times for payment of the Guaranteed Obligations or any other amendments, waivers or indulgences the Guaranteed Party Administrative Agent or the Lender Parties or any other Person may grant the Borrower or any amendment to or alteration of this Agreement or any of the Debtor other Credit Documents or its subsidiariesthe Guaranteed Obligations; (e) any dealings with the security which the Guaranteed Party holds or may hold pursuant to the terms and conditions of the Promissory Note or otherwise, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (fiv) the assignment of all or any part of the benefits of this guarantee;; and (gv) to the fullest extent permitted by Law, any other circumstances which might otherwise constitute a defence available to to, or a discharge of the Guarantorof, the Debtor, its subsidiaries Borrower or any other person Person in respect of the Guaranteed Obligations, Obligations or the Guarantor in respect of this guarantee. (b) Each Guarantor hereby acknowledges and affirms that it understands that to the extent the Guaranteed Obligations are secured by real property located in the State of California, such Guarantor shall be liable for the full amount of the liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing such Guarantor's or the Administrative Agent's or any of the Lender Party's right to proceed against the Borrower, any Guarantor or any other guarantor of the Guaranteed Obligations. (c) Each Guarantor hereby waives (to the fullest extent permitted by applicable Law) all rights and benefits under Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives (to the fullest extent permitted by applicable Law), without limiting the generality of the foregoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code. (d) Until the Guaranteed Obligations have been paid in full in immediately available funds, each Guarantor waives its rights of subrogation and reimbursement and any other rights and defenses available to such Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including, without limitation, (1) any defenses such Guarantor may have to the guarantee provided for in this Article 11 by reason of an election of remedies by the Administrative Agent or any of the Lender Parties and (2) any rights or defenses such Guarantor may have by reason of protection afforded to the Borrower or any Guarantor pursuant to the anti-deficiency or other Laws of California limiting or discharging the Borrower's or such Guarantor's indebtedness, including, without limitation, Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. In furtherance of such provisions, each Guarantor hereby waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any of the Lender Parties, even though that election of remedies, such as a nonjudicial foreclosure, destroys such Guarantor's rights of subrogation and reimbursement against the Borrower or any Guarantor by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

Absolute Liability. The Each Guarantor irrevocably and unconditionally, jointly and severally, guarantees to the Lender that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Promissory Note, the Loan Documents and any other document entered into between Borrower and Lender governing the performance thereof, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. The liability of the Guarantor Guarantors under this guarantee Guaranty with regard to the Guaranteed Obligations shall be absolute and unconditional fully enforceable, irrespective of: (a) the lack of validity a. Any failure by Lender to give notice to any or enforceability of any terms all of the Promissory NoteGuarantors of the occurrence of an event of default under the terms and provisions of the Loan Documents; (b) b. Any changes or extensions of the time, manner, or place of payment of, or in any contest by the Debtorother term of, its subsidiaries all or any other person as to the validity or enforceability of any terms of the Promissory Note or the priority of any security granted to the Guaranteed Party by the Debtor, its subsidiaries or any other person pursuant to the terms of the Promissory Note or otherwise; (c) any defence, counter-claim or right of set-off available to the Debtor or its subsidiaries; (d) any extension of the time or times for payment of the Guaranteed Obligations or any other amendmentsamendment or waiver of or any consent to departure from the Note, waivers the Loan Documents, or indulgences the Guaranteed Party may grant to the Debtor or its subsidiariesthis Guaranty; (e) c. Any exchange, release, or nonperfection of any dealings with the security which the Guaranteed Party holds collateral, or may hold pursuant any release or amendment or waiver of or consent to the terms and conditions of the Promissory Note or otherwisedeparture from any other guarantee, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (f) the assignment of for all or any part of the benefits of this guarantee; (g) any other circumstances which might otherwise constitute a defence available to or a discharge of the Guarantor, the Debtor, its subsidiaries or any other person in respect of the Guaranteed Obligations, or the Guarantor taking of or omission to take any action under the Loan Documents or this Guaranty; d. Any invalidity or unenforceability of any term or provision of the Loan Documents; e. Any change in ownership of the Borrower or any member of Borrower; f. Any bankruptcy, insolvency, or reorganization of, or other similar proceedings involving the Borrower; or g. Any other event or circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower in respect of the Guaranteed Obligations or Guarantors in respect of this guaranteeGuaranty.

Absolute Liability. The Guarantor hereby guarantees that the Guaranteed Obligations will be paid and performed to the Noteholders strictly in accordance with the terms of and conditions hereof, and that the Promissory Note. The liability of the Guarantor under this guarantee Guarantee shall be absolute and unconditional irrespective of: (a) the lack of validity or enforceability of the Debt Securities or other agreement or instrument with respect to the indebtedness of the Company to the Noteholders entered into between the Company and the Noteholders (such Debt Securities and other agreements and instruments being hereinafter collectively referred to as the "Noteholder Agreements") or any terms of the Promissory Notethereof; (b) any contest by the Debtor, its subsidiaries Company or any other person as to the amount of the Guaranteed Obligations or the validity or enforceability of any terms of the Promissory Note Debt Securities or the priority of any security granted to the Guaranteed Party by the Debtor, its subsidiaries or any other person pursuant to the terms of the Promissory Note or otherwiseNoteholder Agreement; (c) any defencedefense, counter-claim or right of set-off available to the Debtor or its subsidiariesCompany; (d) any extension of the time or times for payment of the Guaranteed Obligations or any other amendments, waivers or indulgences which the Guaranteed Party Noteholders may grant to the Debtor Company or its subsidiariesany amendment to or alteration of the Debt Securities or the Noteholder Agreements or the Guaranteed Obligations; (e) any dealings with the security which the Guaranteed Party holds or may hold pursuant to the terms and conditions of the Promissory Note or otherwise, including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (f) the permitted assignment of all or any part of the benefits of this guarantee;Guarantee; and (gf) any other circumstances which might otherwise constitute a defence defense available to to, or a discharge of the Guarantor, the Debtor, its subsidiaries Company or any other person in respect of the Guaranteed Obligations, Obligations or the Guarantor in respect of this guaranteeGuarantee.