Conditional Guaranty Sample Clauses

Conditional Guaranty. Subject to, and effective only upon, the satisfaction (or waiver by the Guarantor) of the Condition, and subject further to the waiver by the Noteholder set forth in Section 3 hereof, Guarantor hereby guarantees, as primary obligor and not merely as a surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of all obligations under the Note, including, without limitation, the principal of and interest on the Note owed by the Sponsor pursuant to the Note (the foregoing being referred to collectively as the “Guaranteed Obligations”). Subject to, and effective only upon, the satisfaction (or waiver by the Guarantor) of the Condition, and subject further to the waiver by the Noteholder set forth in Section 3 hereof, upon the failure by the Sponsor to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, the Guarantor agrees that it shall forthwith pay such amount at the place and in the manner specified in the Note.

Conditional Guaranty. A Conditional Guaranty of Payment and Performance made by the Members in favor of Agent and the Banks, as the same may be modified or amended, such guaranty to be in form and substance satisfactory to the Agent. Consolidated or combined. With reference to any term defined herein, that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated or combined in accordance with generally accepted accounting principles. Consolidated Operating Cash Flow. With respect to any Test Period, an amount equal to the Operating Cash Flow of the Borrower and its Subsidiaries for such period consolidated in accordance with generally accepted accounting principles. The Consolidated Operating Cash Flow of the Borrower and its Subsidiaries on the consolidated financial statements of the Borrower and its Subsidiaries shall be adjusted to reflect the Borrower's allocable share of such Consolidated Operating Cash Flow for the relevant period or as of the date of determination. Consolidated Tangible Net Worth. The amount by which Consolidated Total Assets exceeds Consolidated Total Liabilities.

Conditional Guaranty. 1. Subject to Section A(5), Guarantor hereby unconditionally and irrevocably guarantees to Subordinated Lender the full and punctual payment by Borrower, when due, whether at the stated due date, by acceleration or otherwise of all Obligations (as defined below) of Borrower, howsoever created, arising or evidenced, voluntary or involuntary, whether direct or indirect, absolute or contingent now or hereafter existing or owing to Subordinated Lender, (collectively, the "Guaranteed Obligations"). Except as provided in Section A(5), this Guaranty is an absolute, unconditional, continuing guaranty of payment and not of collection of the Guaranteed Obligations and includes Guaranteed Obligations arising from successive transactions which shall either continue such Guaranteed Obligations or from time to time renew such Guaranteed Obligations after the same has been satisfied. This Guaranty is in no way conditioned upon any attempt to collect from Borrower or upon any other event or contingency, and shall be binding upon and enforceable against Guarantor without regard to the validity or enforceability of any document, instrument or agreement evidencing or governing the Obligations or any other agreement or instrument executed in connection therewith (including, without limitation, this Guaranty) or contemplated thereby (each, a "Subordinated Debt Document" and, collectively, the "Subordinated Debt Documents"). If for any reason Borrower shall fail or be unable duly and punctually to pay any of the Guaranteed Obligations (including, without limitation, amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)), Guarantor will forthwith pay the same, in cash. As used herein "Obligations" shall mean all obligations, liabilities and indebtedness of Borrower to Subordinated Lender under the Subordinated Note Purchase Agreement and the Subordinated Debt Documents and any documents relating thereto, whether now existing or hereafter created, absolute or contingent, direct or indirect, due or not, whether created directly or acquired by assignment or otherwise, including, without limitation, the Loans and the payment and performance of all other obligations, liabilities, and indebtedness of Borrower to Subordinated Lender under the Subordinated Debt Documents, including without limitation all fees, costs, expenses and indemnity obligations thereunder.

Conditional Guaranty. (a) Notwithstanding anything to the contrary herein, this Guaranty is a guaranty of collection and not of payment. Except as otherwise expressly provided for in Section 1.1(b)(ii) or Section 1.1 (b)(iii), the liability of the Guarantor under this Guaranty shall be conditional and contingent upon the pursuit and enforcement by the Buyer of any and all rights and remedies that the Buyer may have against Seller under the APA. Notwithstanding anything to the contrary herein, the Buyer shall be required to proceed first under Article 11 of the APA with respect to any Buyer Losses that are asserted to be or form the basis for Indemnification Liability. (b) The Buyer hereby acknowledges and agrees that, in consideration of the guaranty of the Indemnification Liability provided herein, the provisions of Section 11.3 through Section 11.8 of the APA that inure to the benefit of the Seller shall inure to the benefit of the Guarantor, the Guarantor shall be entitled to all rights of the Seller as an Indemnifying Party, but none of the obligations of the Seller as an Indemnifying Party for all purposes set forth in said Article 11, and the Guarantor shall have all of the rights but not the duties, of an Indemnifying Party as set forth therein.

Conditional Guaranty. The Conditional Guaranty of Payment made by Wellsford Commercial, WHWEL, Wellsford Real Properties, Whitehall Street Real Estate Limited Partnership V, Whitehall Street Real Estate Limited Partnership VI, Whitehall Street Real Estate Limited Partnership VII and Whitehall Street Real Estate Limited Partnership VIII, in favor of the Agent and the Banks, as the same may be modified or amended.

Conditional Guaranty. Pursuant to the terms of that certain Conditional Guaranty, dated and effective as of the Effective Date and delivered simultaneously with the execution and delivery of this Agreement (as the same may hereafter be amended, the “Conditional Guaranty”), ▇▇▇▇▇▇ has provided CLP Lender and Landlords a conditional personal guaranty with a $1,000,000.00 liability cap, which guarantees certain Obligations (as defined in the Conditional Guaranty) of Tenant and PGMI under the A&R Leases and the A&R Tenant Loan Documents in the event that any of the Triggering Events (as defined in the Conditional Guaranty) shall occur.