Completion Guaranty. (a) Guarantor hereby unconditionally and irrevocably guarantees to Lender the full performance and completion of the PIP Work on or before the Outside Date (as defined in the Loan Agreement), including, without limitation, that the PIP Work be constructed, performed and completed in accordance with the terms and conditions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument and the other Loan Documents, free and clear from all defects and liens and in compliance with all applicable laws (collectively, the “Guaranteed Obligations”).
(b) If any of the obligations of Borrower or the Borrower Parties with respect to the performance and completion of the PIP Work are not complied with, in any respect whatsoever, and without the necessity of any notice from Lender to Guarantor, Guarantor agrees to (i) assume all responsibility for the performance and completion of the PIP Work and, at Guarantor’s own cost and expense, cause the PIP Work to be fully performed and completed in accordance with the terms and conditions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument, the other Loan Documents, and this Agreement, and in compliance with all applicable laws; (ii) pay all bills incurred by Borrower or any Borrower Party in connection with the performance and completion of the PIP Work, including without limitation, all permitting fees, licensing fees, amounts payable under any general construction contract and all subcontracts, and amounts payable to all architects, engineers and other consultants engaged in connection with the construction, performance and completion of the PIP Work; (iii) cure any default or Event of Default under [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument and the other Loan Documents relating to the PIP Work including, without limitation, causing any liens, claims or encumbrances relating to the PIP Work to be removed and thereafter keeping the Property free and clear from all liens and encumbrances that may be filed or asserted against the Property for furnishing materials and/or performing work or labor thereon relating to the PIP Work; and (iv) indemnify and hold Lender harmless from any and all loss, cost, liability or expense that Lender may suffer by any reason of any such non-compliance relating to the PIP Work; and (v) fully furnish the Property with ...
Completion Guaranty. As additional security for the Loan, the Guarantors shall execute and deliver to Lender the Completion Guaranty.
Completion Guaranty. Concurrently herewith, the Completion Guarantor has executed in favor of the Bank Agent (acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders) the Completion Guaranty pursuant to which the Completion Guarantor has agreed, subject to the terms and limitations thereof, to guaranty completion of the Project and payment by the Company of certain Project Costs.
Completion Guaranty. Any payments made by MGM or MGM MIRAGE pursuant to the Construction Completion Guaranty shall not constitute Capital Contributions to the Company, but rather shall be treated as paid outside the Company by MGM or MGM MIRAGE in its individual capacity and not as (or on behalf) of a Member. Similarly, all distributions received by MGM or MGM MIRAGE pursuant to the Cash Proceeds Letter shall not constitute distributions of Distributable Cash, but rather shall be treated as paid outside the Company.
Completion Guaranty. Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent for the benefit of Lenders the payment and/or performance, as applicable, of the following: (the “Guaranteed Obligations”): (1) the performance and completion of the Restoration of the Property, which such work shall be completed, in all material respects, in accordance with (x) the applicable terms and conditions of the Loan Agreement, (y) the plans, specifications and budget delivered to and, if applicable, approved by, Administrative Agent (the “Plans and Specifications”) and (z) applicable legal requirements (collectively, the “Work”); (2) the payment of all costs associated with the Work, including, without limitation, all building and project costs and other out-of-pocket expenses in connection with the completion of the Work, as the same may become due and payable; and (3) keeping the Property free and clear of all liens or claims of liens arising or incurred in connection with the completion of the Work, and if any liens should be filed, or should attach, with respect to the Property by reason of the carrying out of the Work, within forty-five (45) days after obtaining notice thereof (but in any event prior to the date on which the Property or any part thereof or interest therein is or would be in imminent danger of being sold, forfeited, foreclosed, terminated, cancelled or lost), either (A) causing the removal of such liens (which removal may be effectuated by bonding) or (B) procuring an endorsement to the Title Policy issued with respect to the Property insuring the Lenders against the consequences of the foreclosure or enforcement of such liens. Notwithstanding anything to the contrary contained herein, Guarantor shall not be liable for (i) special, consequential or indirect or punitive damages, (ii) any lien or claim of lien arising from any portion of the Work that was commenced unless such lien or claim of lien arises from any portion of the Improvements commenced at the direction of Borrower or its Affiliates, (iii) unless necessary in order to comply with any applicable law, any changes or modifications to the plans, specifications or budget for the applicable Work, unless such change or modification is made by or at the direction of Borrower or its Affiliates and/or (iv) any gross negligence or willful misconduct of Administrative Agent or Lenders.
Completion Guaranty. The Sponsors (jointly and severally), hereby agree to cause AMD Saxonia:
(i) to complete each Project Phase as soon as contemplated by the Approved Project Schedule (it being understood and agreed that the completion date for one or more Project Phases (other than the final Project Phase) may be deferred for up to six (6) months in the aggregate for all such deferrals on a cumulative basis provided that no such deferral may affect the final deadline for Completion);
(ii) to achieve Completion as soon as contemplated by the Approved Project Schedule and, in any event, on or before 30 December 2001; and
(iii) to take all such action, including, without limitation, all actions before Governmental Authorities, as shall be necessary or appropriate to enable AMD Saxonia to complete each Project Phase and to achieve Completion as aforesaid.
(i) the Sponsors shall have complied with each of their respective obligations under Article II and, insofar as such obligations relate ---------- to Class A Sponsors' Loans (or additional contributions to Equity Capital or AMD Saxonia's capital reserves in lieu thereof), Article ------- III; and ---
(ii) following a demand for payment by the Agent under the Sponsors' Guaranty, the Sponsors shall have paid all amounts payable under the Sponsors' Guaranty.
Completion Guaranty. By the deadline specified therefore in the Schedule of Performance, Tenant shall furnish Landlord with a performance bond in an amount not less than one hundred percent (100%) of the anticipated cost of such construction work on the Leased Premises, and a payment bond guaranteeing the completion of the Improvements free from liens of materialmen, contractors, subcontractors, mechanics, laborers, and other similar liens. Said bonds shall be bonds of a responsible surety company, licensed to do business in California with a financial strength and credit rating reasonably acceptable to Landlord, and shall remain in effect until the entire cost of the work has been paid in full and the Improvements have been insured as provided in this Lease. Any such bonds shall be in a form reasonably satisfactory to Landlord. Landlord may elect to accept a completion guaranty from a third party guarantor with substantial net worth, a letter of credit from an institutional lender, or such alternative or other security for the completion of such construction as Landlord may approve in its sole discretion.
Completion Guaranty. The Administrative Agent shall have received a Completion Guaranty from an Approved Completion Guarantor.
Completion Guaranty. The Contractor Guarantor is executing and delivering the Completion Guaranty, a copy of which is attached as Exhibit I, under which it shall guarantee to the Concessionaire and the Department the performance and completion of all of the Design Build Contractor’s obligations under the Design-Build Contract (including, but not limited to, its warranty and indemnification obligations).
Completion Guaranty. 103 SECTION 5.24 Security Agreements with the Guilds.............................................................. 103 6. NEGATIVE COVENANTS............................................................................................... 104 SECTION 6.1 Limitations on Indebtedness and Preferred Equity Interests....................................... 104 SECTION 6.2 Limitations on Liens............................................................................. 105 SECTION 6.3 Limitation on Guarantees......................................................................... 107
