Company Guaranty. In order to induce the Lenders to extend credit to the Foreign Subsidiary Borrowers hereunder, the Company hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of such Foreign Subsidiary Borrowers. The Company further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. The Company waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by (a) the failure of the Agent, the LC Issuer or any Lender to assert any claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) any other act (other than payment of the Obligations), omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Company to subrogation. The Company further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Agent, the LC Issuer or any Lender to any balance of any deposit account or credit on the books of the Agent, the LC Issuer or any Lender in favor of any Borrower or any other Person. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations), and shall not be subject to any defense o...
Company Guaranty. The Company hereby guarantees the obligations of each Employer to pay benefits owing to an Executive under this Agreement.
Company Guaranty. In addition, concurrent with the designation by the Company of the initial “Designated Subsidiary” under Section 9.2, if any, the Company will deliver to the Administrative Agent (i) a guaranty, executed by the Company, in form and substance satisfactory to the Administrative Agent, guarantying payment by the Company of all Obligations of all other present and future Borrowers, (ii) a certificate of the secretary or other appropriate officer of the Company, in form and substance satisfactory to the Administrative Agent, (1) certifying that the execution, delivery and performance of that guaranty have been duly approved by all necessary action of the Governing Board of the Company, and attaching true and correct copies of the applicable resolutions granting such approval, (2) certifying that attached to such certificate are true and correct copies of the Organizational Documents of the Company, together with such copies, and (3) certifying the names of the officers of the Company that are authorized to sign that guaranty; and (iii) an opinion of counsel to that Subsidiary, opining as to the due execution, delivery and enforceability of such guaranty, in form and substance satisfactory to the Administrative Agent.
Company Guaranty. Prior to execution of this Franchise Agreement, the Contractor shall provide the County a Company guaranty to irrevocably and unconditionally guarantee to the County the complete and timely performance, satisfaction and observation by the Contractor of each and every term and condition of this Franchise Agreement which the Contractor is required to perform, satisfy or observe.
Company Guaranty. (a) In consideration of, and in order to induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make the Loans and the Issuing Bank to maintain the Existing Letter of Credit and to issue new Letters of Credit hereunder, the Company hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of the Obligations of the Subsidiary Borrower (as such), and all covenants of the Subsidiary Borrower (as such), now or hereafter existing under this Agreement and the other Loan Documents to which the Subsidiary Borrower is a party, whether for principal, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Subsidiary Borrower under any chapter of Title 11 of the United States Code, as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code")), fees, commissions, expenses (including reasonable attorneys' fees and expenses) or otherwise (all such obligations being the "Subsidiary Borrower Guaranteed Obligations"), it being understood, for the avoidance of doubt, that such term shall not include any Obligations of the Person that is the Subsidiary Borrower in any other capacity, e.g., as a Subsidiary Guarantor. The Company agrees to pay any and all expenses incurred by each Lender and the Administrative Agent in enforcing this Company Guaranty against the Company.
(b) This Company Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any attempt to collect from the Subsidiary Borrower or any other Loan Party or any other action, occurrence or circumstance whatsoever.
Company Guaranty. 76 Section 9.02
Company Guaranty. The Company Guaranty or any provision thereof shall cease to be in full force or effect, or any Person acting by or on behalf of the Company shall deny or disaffirm in writing the Company’s obligations under the Company Guaranty, or the Company shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Company Guaranty; then, and in any such event, and at any time thereafter, if an Event of Default shall then be continuing, the Lender may by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Lender to enforce its claims against any Loan Party, except as otherwise specifically provided for in this Agreement (provided that if an Event of Default specified in Section 7.05 shall occur with respect to any Loan Party, the result which would occur upon the giving of written notice by the Lender as specified in clauses (i) through (ii) below shall occur automatically without the giving of any such notice): (i) declare the Commitment terminated; and/or (ii) declare the principal of and any accrued interest and fees in respect of all obligations owing hereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Loan Party. The Lender shall have no obligation to undertake any of the foregoing actions, and, if it takes any such action it shall have no liability to any Loan Party to continue the same or for the sufficiency or adequacy thereof. At the request of the Lender, each Loan Party shall ratify all actions taken by the Lender hereunder.
Company Guaranty. If the Company Guaranty ceases to be in full force and effect, enforceable in accordance with its terms for any reason or the Company shall deny or disaffirm its liability under or with respect to the Company Guaranty.
Company Guaranty. The Company shall have duly authorized, executed and delivered a Guaranty in the form of Exhibit F-2 hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Company Guaranty") and the Company Guaranty shall be in full force and effect.
Company Guaranty. The Company shall have executed and delivered the Company Guaranty, in form and substance attached hereto as Exhibit D hereto.
