Company Guarantee. The Company hereby unconditionally and irrevocably guarantees to the Administrative Agent and the Banks, the prompt and complete payment and performance by each of the other Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations owing to the Administrative Agent and the Banks by such Borrowers. This guarantee (the "Company Guarantee") shall remain in full force and effect until the Obligations of each such Borrower are indefeasibly paid in full, notwithstanding that from time to time prior thereto any such Borrower may be free from any Obligations. The Company agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Bank on account of its liability under this Company Guarantee, it will notify the Administrative Agent and such Bank in writing that such payment is made under this Company Guarantee for such purpose. No payment or payments made by any such Borrower or any other Person or received or collected by the Administrative Agent or any Bank from any such Borrower or any other Person by virtue of any action or proceeding or any offset or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations of such Borrowers shall be deemed to modify, reduce, release or otherwise affect the liability of the Company under this Company Guarantee, which shall remain obligated under this Company Guarantee, notwithstanding any such payment or payments until the Obligations of such Borrowers are paid in full.
Appears in 5 contracts
Samples: Credit Agreement (Wr Grace & Co/De), 364 Day Credit Agreement (W R Grace & Co), 364 Day Credit Agreement (Wr Grace & Co/De)
Company Guarantee. (a) The Company hereby unconditionally and irrevocably guarantees to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties and the Bankseach of their respective permitted successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each of the other Pipeline Company Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations owing to the Administrative Agent payable by any of them and the Banks prompt and complete payment by such Borrowersthe Subsidiary Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of all amounts payable by them under the Subsidiary Guarantee Agreement (the obligations described in the foregoing clauses (i) and (ii) being herein referred to as the “Company Guaranteed Obligations”). This is a guarantee of payment and not collection and the liability of the Company is primary and not secondary.
(the "Company Guarantee"b) The guarantee contained in this Article 8 shall remain in full force and effect until the Obligations of each such Borrower are indefeasibly paid in fullFinal Payment Date, notwithstanding that from time to time prior thereto any such Borrower during the term of this Agreement, no Company Guaranteed Obligations may be free from any Obligations. The Company agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Bank on account of its liability under this Company Guarantee, it will notify the Administrative Agent and such Bank in writing that such payment is made under this Company Guarantee for such purpose. outstanding.
(c) No payment or payments made by any such Borrower Pipeline Company Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person Person, or received or collected by the Administrative any Agent or any Bank Lender from any such Borrower Pipeline Company Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person Person, by virtue of any action or proceeding or any offset set-off or appropriation or application, application at any time or from time to time, time in reduction of or in payment of the Obligations of such Borrowers shall be deemed to modify, reduce, release or otherwise affect the liability of the Company under this Company Guarantee, hereunder which shall remain obligated under this Company Guaranteeshall, notwithstanding any such payment (other than any payment made by the Company in respect of the Company Guaranteed Obligations or payments any payment received or collected from the Company in respect of the Company Guaranteed Obligations), remain liable for the Company Guaranteed Obligations until the Obligations of such Borrowers are paid in fullFinal Payment Date.
Appears in 3 contracts
Samples: Credit Agreement (El Paso Corp/De), Credit Agreement (Tennessee Gas Pipeline Co), Credit Agreement (El Paso Natural Gas Co)
Company Guarantee. The Company hereby unconditionally and irrevocably guarantees to the Administrative Agent and the Banks, the prompt and complete payment and performance by each of the other Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations owing to the Administrative Agent and the Banks by such Borrowers. This guarantee (the "Company Guarantee") shall remain in full force and effect until the Obligations of each such Borrower are indefeasibly paid in full, notwithstanding that from time to time prior thereto any such Borrower may be free from any Obligations. The Company agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Bank on account of its liability under this Company Guarantee, it will notify the Administrative Agent and such Bank in writing that such payment is made under this Company Guarantee for such purpose. No payment or payments made by any such Borrower or any other Person or received or collected by the Administrative Agent or any Bank from any such Borrower or any other Person by virtue of any action or proceeding or any offset or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations of such Borrowers shall be deemed to modify, reduce, release or otherwise affect the liability of the Company under this Company Guarantee, which shall remain obligated under this Company Guarantee, notwithstanding any such payment or payments until the Obligations of such Borrowers are paid in full.
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