Common use of Guarantee Absolute; Continuing Guarantee Clause in Contracts

Guarantee Absolute; Continuing Guarantee. Except as provided in Section 1.5, the obligations of Guarantor hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees that: (a) this Agreement is a guaranty of payment when due and not of collectability; (b) the obligations of Guarantor hereunder are independent of the obligations of MCE under the Guaranteed Obligations or any Financing and the obligations of any other guarantor and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against MCE or any of such other guarantors and whether or not Company is joined in any such action or actions; and (c) a payment of a portion, but not all, of the Guaranteed Obligations by one or more guarantors shall in no way limit, affect, modify or abridge the liability of Guarantor for any portion of the Guaranteed Obligations that has not been paid. This Agreement is a continuing guaranty and shall be binding upon Guarantor and its successors and assigns, and Guarantor irrevocably waives any right (including without limitation any such right arising under California Civil Code Section 2815) to revoke this Agreement as to future transactions giving rise to any Guaranteed Obligations.

Guarantee Absolute; Continuing Guarantee. Except as provided in Section 1.5, the The obligations of each Guarantor hereunder are joint and several, irrevocable, absolute, independent and unconditional unconditional, and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or suretysurety other than payment in full of the Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees the Guarantors agree that: (a) this Agreement Guarantee is a guaranty guarantee of payment when due and not of collectabilitycollectibility; (b) the obligations of each Guarantor hereunder are independent of the obligations of MCE Supplier under the Guaranteed Obligations or any Financing and the obligations of any other guarantor TPPA and a separate action or actions may be brought and prosecuted against either Guarantor whether or not any action is brought against MCE or any of such other guarantors the Supplier and whether or not Company the Supplier is joined in any such action or actions; and (c) a either Guarantor's payment of a portion, but not all, of the Guaranteed Guarantied Obligations by one or more guarantors shall in no way limit, affect, modify or abridge the Guarantors' liability of Guarantor for any portion of the Guaranteed Guarantied Obligations that has not been paid. This Agreement Guarantee is a continuing guaranty guarantee and shall be binding upon Guarantor the Guarantors and its successors and assigns, and Guarantor irrevocably waives any right (including without limitation any such right arising under California Civil Code Section 2815) to revoke this Agreement as to future transactions giving rise to any Guaranteed Obligations.

Guarantee Absolute; Continuing Guarantee. Except as provided in Section 1.5, the obligations of Guarantor hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees that: (a) this Agreement is Each Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or other Secured Parties with respect thereto. Each Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collectability; collection and waives any right to require that any resort be made by the Collateral Agent or other Secured Parties to any Collateral (b) as defined in the Security Agreement). The obligations of each Guarantor hereunder under this Guarantee are independent of the obligations of MCE under the Guaranteed Obligations or any Financing Securities Purchase Agreement, the Notes and the obligations of any other guarantor Transaction Document, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether or not any action is brought against MCE any other Issuer or Guarantor or whether any of such other guarantors and whether Issuer or not Company Guarantor is joined in any such action or actions; and (c) a payment of a portion, but not all, of the Guaranteed Obligations by one or more guarantors shall in no way limit, affect, modify or abridge the . The liability of each Guarantor for any portion of the Guaranteed Obligations that has not been paid. This Agreement is a continuing guaranty and under this Guarantee shall be binding upon Guarantor irrevocable, absolute and its successors and assignsunconditional irrespective of, and Guarantor each Guarantor, to the maximum extent permitted by law, hereby irrevocably waives any right (including without limitation defenses it may now or hereafter have in any such right arising under California Civil Code Section 2815) to revoke this Agreement as to future transactions giving rise to way relating to, any Guaranteed Obligations.or all of the following:

Guarantee Absolute; Continuing Guarantee. Except as provided in Section 1.5, the The obligations of Guarantor Guarantors hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or suretysurety other than payment in full of the Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees that: (a) this Agreement Guarantee is a guaranty Guarantee of payment when due and not of collectabilitycollectibility; (b) any Guarantied Party may enforce this Guarantee upon the occurrence of an indemnifiable loss or Damage under the Asset Purchase Agreement notwithstanding the existence of any dispute between Seller and the Guarantied Party with respect to the existence of such event; (c) the obligations of each Guarantor hereunder are independent of the obligations of MCE Seller under the Guaranteed Obligations or any Financing and the obligations of any other guarantor Asset Purchase Agreement and a separate action or actions may be brought and prosecuted against Guarantor any or all Guarantors whether or not any action is brought against MCE Seller or any of such other guarantors and whether or not Company Seller is joined in any such action or actions; and (cd) a Guarantor's payment of a portion, but not all, of the Guaranteed Guarantied Obligations by one or more guarantors shall in no way limit, affect, modify or abridge the such Guarantor's liability of Guarantor for any portion of the Guaranteed Guarantied Obligations that has not been paid. This Agreement Guarantee is a continuing guaranty Guarantee and shall be binding upon each Guarantor and its his or her successors and assigns, and each Guarantor irrevocably waives any right (including without limitation any such right arising under California Civil Code Section 2815) to revoke this Agreement Guarantee as to future transactions giving rise to any Guaranteed Guarantied Obligations.

Guarantee Absolute; Continuing Guarantee. Except as provided in Section 1.5, the obligations of Guarantor hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees that: (a) this Agreement is Each Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or other Secured Parties with respect thereto. Each Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collectability; collection and waives any right to require that any resort be made by the Collateral Agent or other Secured Parties to any Collateral (b) as defined in the Security Agreement). The obligations of each Guarantor hereunder under this Guarantee are independent of the obligations of MCE under the Guaranteed Obligations or any Financing Securities Purchase Agreement, the Notes and the obligations of any other guarantor Transaction Document, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether or not any action is brought against MCE any other Company or Guarantor or whether any of such other guarantors and whether Company or not Company Guarantor is joined in any such action or actions; and (c) a payment of a portion, but not all, of the Guaranteed Obligations by one or more guarantors shall in no way limit, affect, modify or abridge the . The liability of each Guarantor for any portion of the Guaranteed Obligations that has not been paid. This Agreement is a continuing guaranty and under this Guarantee shall be binding upon Guarantor irrevocable, absolute and its successors and assignsunconditional irrespective of, and Guarantor each Guarantor, to the maximum extent permitted by law, hereby irrevocably waives any right (including without limitation defenses it may now or hereafter have in any such right arising under California Civil Code Section 2815) to revoke this Agreement as to future transactions giving rise to way relating to, any Guaranteed Obligations.or all of the following: