Common use of Corporate Guarantee Clause in Contracts

Corporate Guarantee. In consideration of the execution by the Texas Health & Human Services Commission (“Beneficiary”) of the (HHSC Contract No. 529-12-0002-000__, as amended, hereinafter the "Contract") with ________________________ ("Subsidiary"), _______________________________________________________________ ("Parent") unconditionally and irrevocably guarantees to Beneficiary, on the terms and conditions herein, the full and faithful performance by Subsidiary of all of the obligations undertaken by Subsidiary pursuant to the Contract and as it may hereafter be amended, modified, or extended from time to time, by work authorizations or otherwise. If Subsidiary fails or refuses to complete any of its obligations, Parent shall complete, or cause to be completed, the obligation that Subsidiary failed or refused to complete, or be considered to be in breach of the Contract to the same extent as Subsidiary, pursuant to the terms and conditions of the Contract. The obligations of Parent under this Guarantee (i) are joint and several obligations made for the benefit of Beneficiary, and (ii) are direct and unconditional obligations to Beneficiary, independent of obligations of Subsidiary or any other guarantor, and may be the basis of a separate action by Beneficiary against any or all guarantors that may be asserted without first bringing an action against Subsidiary. Parent authorizes Beneficiary, without notice or demand and without affecting its liability hereunder, from time to time to: (a) waive or delay the exercise of any rights or remedies of Beneficiary against Subsidiary and/or any guarantor; (b) release or substitute any guarantor; (c) renew, amend, extend, compromise or waive any obligation of any guarantor; and (d) renew, compromise, extend, waive, or amend any term of the Contract pursuant to its terms. Parent agrees that, until its obligations hereunder have been performed and/or paid in full, Parent shall not be released by or because of the taking, or failure to take, any action by Subsidiary or Beneficiary that might in any manner or to any extent vary the risks of Parent under this Guarantee or that, but for this paragraph, might discharge or otherwise reduce, limit, or modify Parent's obligations under this Guarantee. Parent waives and surrenders any defense to any liability under this Guarantee based upon any such action, including but not limited to any action of Beneficiary described in the immediately preceding paragraph of this Guarantee, provided, however, Parent does not waive any defenses, remedies, or offsets to which Subsidiary is entitled under or with respect to the Contract. It is the express intent of Parent that Parent’s obligations under this Guarantee are and shall be absolute, irrevocable and unconditional guarantees of performance and payment of Subsidiary and are not merely guarantees of collection. Parent waives:

Corporate Guarantee. In consideration of the execution by the Texas Health & Human Services Commission (“Beneficiary”) of the (HHSC Contract No. 529-12-0002-000__, as amended, hereinafter the "Contract") with ________________________ ("Subsidiary"), _______________________________________________________________ ("Parent") unconditionally and irrevocably guarantees to Beneficiary, on the terms and conditions herein, the full and faithful performance by Subsidiary of all of the obligations undertaken by Subsidiary pursuant to the Contract and as it may hereafter be amended, modified, or extended from time to time, by work authorizations or otherwise. If Subsidiary fails or refuses to complete any of its obligations, Parent shall complete, or cause to be completed, the obligation that Subsidiary failed or refused to complete, or be considered to be in breach of the Contract to the same extent as Subsidiary, pursuant to the terms and conditions of the Contract. The obligations of Parent under this Guarantee (i) are joint and several obligations made for the benefit of Beneficiary, and (ii) are direct and unconditional obligations to Beneficiary, independent of obligations of Subsidiary or any other guarantor, and may be the basis of a separate action by Beneficiary against any or all guarantors that may be asserted without first bringing an action against Subsidiary. Parent authorizes Beneficiary, without notice or demand and without affecting its liability hereunder, from time to time to: (a) waive or delay the exercise of any rights or remedies of Beneficiary against Subsidiary and/or any guarantor; (b) release or substitute any guarantor; (c) renew, amend, extend, compromise or waive any obligation of any guarantor; and (d) renew, compromise, extend, waive, or amend any term of the Contract pursuant to its terms. Parent agrees that, until its obligations hereunder have been performed and/or paid in full, Parent shall not be released by or because of the taking, or failure to take, any action by Subsidiary or Beneficiary that might in any manner or to any extent vary the risks of Parent under this Guarantee or that, but for this paragraph, might discharge or otherwise reduce, limit, or modify Parent's obligations under this Guarantee. Parent waives and surrenders any defense to any liability under this Guarantee based upon any such action, including but not limited to any action of Beneficiary described in the immediately preceding paragraph of this Guarantee, provided, however, Parent does not waive any defenses, remedies, or offsets to which Subsidiary is entitled under or with respect to the Contract. It is the express intent of Parent that Parent’s obligations under this Guarantee are and shall be absolute, irrevocable and unconditional guarantees of performance and payment of Subsidiary and are not merely guarantees of collection. Parent waives: (a) the right to require Beneficiary to proceed against Subsidiary; (b) all requirements of presentment, protest or default and notices of presentment, protest or default; (c) any right to require Beneficiary to proceed against Subsidiary or to pursue any other remedy in Beneficiary's power whatsoever; (d) notice of acceptance of this Guarantee; (e) notice of any amendments, work authorizations, extensions of time for performance, changes in the work, or other acts by Beneficiary affecting Subsidiary's rights or obligations under the Contract; (f) notice of any breach or claim of breach by Subsidiary, provided Beneficiary has complied with any required notice provisions to Subsidiary under the Contract; (g) any defense arising out of the exercise by Beneficiary of any right or remedy it may have with respect to the Contract, including the right to amend or modify the Contract and the right to waive or delay the exercise of any rights it may otherwise have against Subsidiary; (h) notice of the settlement or compromise of any claim of Beneficiary against Subsidiary relating to any of Subsidiary’s obligations under the Contract; and (i) the benefit of suretyship defenses generally. No provision or waiver in this Guarantee shall be construed as limiting the generality of any other waiver contained in this Guarantee. Parent hereby irrevocably waives all claims it has or may acquire against Subsidiary in respect of Parent’s obligations under this Guarantee, including rights of exoneration, reimbursement and subrogation but excluding any rights it may have under any surety bonds. Parent agrees to indemnify Beneficiary, and hold it harmless from and against all loss and expense, including legal fees, suffered or incurred by Beneficiary as the prevailing party in the enforcement of the Contract and/or this Guarantee. Parent represents and warrants that the execution and delivery of, and performance of the obligations contained in this Guarantee have been authorized by all appropriate action and will not constitute a breach of or contravene any agreement or instrument to which Parent is a party, and that this Guarantee is a valid and binding obligation of Parent enforceable against Parent in accordance with its terms. Parent consents to all of the terms and conditions of the Contract, as they may be amended or modified from time-to-time by the Beneficiary and Subsidiary. Such Contract terms and conditions are incorporated herein by reference, except that all references to the parties shall mean Beneficiary and Parent, all references to Subsidiary shall mean Parent, all references to the Contract shall be to this Guarantee, and notices to Parent shall be sent to the address set forth below instead of to the address set forth in the Contract. Parent may not directly or indirectly assign or otherwise transfer (except as a result of a merger or acquisition of or involving Parent) or delegate any rights or obligations hereunder, including any claim arising by subrogation, and any attempt by Parent to assign or delegate any of its rights or obligations hereunder shall be void. This Guarantee shall be binding on the successors and assigns of Parent, and shall inure to the benefit of the successors and assigns of Beneficiary. If any provision of this Guarantee should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law: (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of Beneficiary in order to carry out the intentions of the parties hereto as nearly as may be possible; and (b) such invalidity, illegality or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction.

Corporate Guarantee. In consideration The Corporate Guarantor hereby confirms its consent to the novation of the execution Principal Agreement and the Master Swap Agreement, and of the rights and obligations of the Outgoing Borrower thereunder by the Texas Health & Human Services Commission (“Beneficiary”) Outgoing Borrower in favour of the (HHSC Contract No. 529-12-0002-000__, as amended, hereinafter the "Contract") with ________________________ ("Subsidiary"), _______________________________________________________________ ("Parent") unconditionally and irrevocably guarantees to BeneficiaryNew Borrower, on the terms and conditions hereinset out in, and to the amendments to the Principal Agreement and the Master Swap Agreement (as the case may be), and the other arrangements, contained in, this Agreement and to the release of the Existing Security Documents and further agrees and acknowledges that: 7.1.1 the Corporate Guarantee and the obligations of the Corporate Guarantor thereunder, shall remain and continue in full force and effect notwithstanding the said novation of, and the amendments to, the full Principal Agreement and faithful performance by Subsidiary of all the Master Swap Agreement (as the case may be) and the other arrangements contained in this Agreement, and the release of the obligations undertaken Existing Security Documents; 7.1.2 with effect from the Effective Date the New Borrower shall be and is hereby substituted in place of the Outgoing Borrower as a "Borrower" in the Corporate Guarantee and the Corporate Guarantee shall henceforth be construed and treated, and the Corporate Guarantor shall be bound by Subsidiary pursuant the Corporate Guarantee, in all respects as if the New Borrower was a Borrower instead of the Outgoing Borrower; and 7.1.3 with effect from the Effective Date: (a) references in the Corporate Guarantee to the Contract "Agreement" or the "Facility Agreement" or the "Loan Agreement" shall henceforth be references to the Principal Agreement as novated and amended by this Agreement and as it may hereafter be amended, modified, or extended from time to time, by work authorizations or otherwise. If Subsidiary fails or refuses to complete any of its obligations, Parent shall complete, or cause to be completed, the obligation that Subsidiary failed or refused to complete, or be considered to be in breach of the Contract to the same extent as Subsidiary, pursuant to the terms and conditions of the Contract. The obligations of Parent under this Guarantee (i) are joint and several obligations made for the benefit of Beneficiary, and (ii) are direct and unconditional obligations to Beneficiary, independent of obligations of Subsidiary or any other guarantor, and may be the basis of a separate action by Beneficiary against any or all guarantors that may be asserted without first bringing an action against Subsidiary. Parent authorizes Beneficiary, without notice or demand and without affecting its liability hereunder, from time to time to: (a) waive or delay hereafter amended and shall also be deemed to include this Agreement and the exercise obligations of any rights or remedies of Beneficiary against Subsidiary and/or any guarantorthe Borrowers hereunder; and (b) release or substitute any guarantor; (c) renew, amend, extend, compromise or waive any obligation of any guarantor; references in the Corporate Guarantee to the "Master Swap Agreement" shall henceforth be references to such documents as novated and (d) renew, compromise, extend, waive, or amend any term amended by this Agreement and as from time to time hereafter amended and shall also be deemed to include this Agreement and the obligations of the Contract pursuant to its terms. Parent agrees that, until its obligations hereunder have been performed and/or paid in full, Parent shall not be released by or because of the taking, or failure to take, any action by Subsidiary or Beneficiary that might in any manner or to any extent vary the risks of Parent under this Guarantee or that, but for this paragraph, might discharge or otherwise reduce, limit, or modify Parent's obligations under this Guarantee. Parent waives and surrenders any defense to any liability under this Guarantee based upon any such action, including but not limited to any action of Beneficiary described in the immediately preceding paragraph of this Guarantee, provided, however, Parent does not waive any defenses, remedies, or offsets to which Subsidiary is entitled under or with respect to the Contract. It is the express intent of Parent that Parent’s obligations under this Guarantee are and shall be absolute, irrevocable and unconditional guarantees of performance and payment of Subsidiary and are not merely guarantees of collection. Parent waives:Borrowers hereunder.