Common use of Guarantee of Obligations Clause in Contracts

Guarantee of Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.01, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding principal amount of the Loans and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Guaranteed Parties that the Obligations that are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law or order that may relieve the Borrower or any other Guarantor of any portion of any Obligations.

Guarantee of Obligations. (a) Each of the Guarantors Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor guarantees to each Secured Party and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective its lawful successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Company and each other Guarantor, Guarantor when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and undertakings of the Company and the Guarantors of whatever nature, monetary or otherwise, under this Guarantee and the Note, and the Company’s obligations to pay the Registration Default Payment Amount (as defined in the Registration Rights Agreement) if, as and when required under Section 2(c) of the Registration Rights Agreement, together with all reasonable attorneys’ fees, disbursements and all other costs and expenses of collection incurred by Holders or the Collateral Agent in enforcing any of such obligations and/or this Guarantee (collectively, the “Obligations”). This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment and performance in full. Each Guarantor shall be liable regarded, and shall be in the same position, as principal debtor with respect to the Obligations. (b) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under its guarantee set forth the other Transaction Documents shall in this Section 9.01, without any limitation as to amount, for all present no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and future Obligationsstate laws, including specifically all future increases in the outstanding principal amount of the Loans and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due laws relating to the existence insolvency of a proceeding under any Debtor Relief Law involving such other obligor because it is debtors, fraudulent conveyance or transfer or laws affecting the intention rights of creditors generally (after giving effect to the Guarantors and the Guaranteed Parties that the Obligations that are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law or order that may relieve the Borrower or any other Guarantor right of any portion contribution established in Section 1.3 of any Obligationsthis Guarantee).

Guarantee of Obligations. (a) Each of the Guarantors Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor guarantees to each Holder and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective its lawful successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, Company when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and undertakings of the Company of whatever nature, monetary or otherwise, under the Securities Purchase Agreement, and the Notes, the Amendment Agreement, the Imperium Warrants, the Registration Rights Agreement, the Security Agreement and the other Transaction Documents, together with all reasonable attorneys’ fees, disbursements and all other costs and expenses of collection incurred by Holders in enforcing any of such Obligations and/or this Guarantee (collectively, the “Obligations”). This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment and performance in full. Each Guarantor shall be liable regarded, and shall be in the same position, as principal debtor with respect to the Obligations. (b) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under its guarantee set forth the other Transaction Documents shall in this Section 9.01, without any limitation as to amount, for all present no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and future Obligationsstate laws, including specifically all future increases in the outstanding principal amount of the Loans and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due laws relating to the existence insolvency of a proceeding under any Debtor Relief Law involving such other obligor because it is debtors, fraudulent conveyance or transfer or laws affecting the intention rights of creditors generally (after giving effect to the Guarantors and the Guaranteed Parties that the Obligations that are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law or order that may relieve the Borrower or any other Guarantor right of any portion contribution established in Section 1.3 of any Obligationsthis Guarantee).

Guarantee of Obligations. (a) Each of the Guarantors Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor guarantees to each Purchaser and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective its lawful successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, Company when due (whether at the stated maturity, by acceleration or otherwise) of all obligations and undertakings of the Company of whatever nature, monetary or otherwise, under the Debentures, the Purchase Agreement, the Warrants, the Registration Rights Agreement, the Security Agreement and the other Transaction Documents, together with all reasonable attorneys’ fees, disbursements and all other costs and expenses of collection incurred by Purchasers in enforcing any of such Obligations and/or this Guarantee (collectively, the “Obligations”). This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment and performance in full. Each Guarantor shall be liable regarded, and shall be in the same position, as principal debtor with respect to the Obligations. (b) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under its guarantee set forth the other Transaction Documents shall in this Section 9.01, without any limitation as to amount, for all present no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and future Obligationsstate laws, including specifically all future increases in the outstanding principal amount of the Loans and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due laws relating to the existence insolvency of a proceeding under any Debtor Relief Law involving such other obligor because it is debtors, fraudulent conveyance or transfer or laws affecting the intention rights of creditors generally (after giving effect to the Guarantors and the Guaranteed Parties that the Obligations that are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law or order that may relieve the Borrower or any other Guarantor right of any portion contribution established in Section 1.3 of any Obligationsthis Guarantee).

Guarantee of Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Borrowers and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.01, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding principal amount of the Loans and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Guaranteed Parties that the Obligations that are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law or order that may relieve the any Borrower or any other Guarantor of any portion of any Obligations.

Guarantee of Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, including each Borrower, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.012.1, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding principal amount of the Loans or other Obligations and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents Documents, the Specified Cash Management Agreements or the Specified Hedge Agreements on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable against such other obligor or not allowable due to the existence of a proceeding under any Debtor Relief Law Insolvency or Liquidation Proceeding involving such other obligor because it is the intention of the Guarantors and the Guaranteed Secured Parties that the Obligations that which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law rule of law or order that which may relieve the any Borrower or any other Guarantor of any portion of any such Obligations.

Guarantee of Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each other Guarantor, including the Borrower, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.012.1, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding principal amount of the Loans or other Obligations and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents Documents, the Secured Cash Management Agreements or the Secured Hedge Agreements on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law Bankruptcy Proceeding involving such other obligor because it is the intention of the Guarantors and the Guaranteed Secured Parties that the Obligations that which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law rule of law or order that which may relieve the Borrower or any other Guarantor of any portion of any such Obligations.

Guarantee of Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other Guarantor and the Borrower and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations hereunder and under any other Loan Document (the “Guaranteed Obligations”). Each Guarantor shall be liable under its guarantee set forth in this Section 9.0110.01, without any limitation as to amount, for all present and future Guaranteed Obligations, including specifically all future increases in the outstanding principal amount of the Loans or other Guaranteed Obligations and other future increases in the Guaranteed Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereofEffective Date. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations (including including, without limitation, interest, fees, costs and expenses) that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Guaranteed Parties Lenders that the Obligations that Lenders which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law rule of law or order that which may relieve the Borrower or any other Guarantor of any portion of any such Guaranteed Obligations.

Guarantee of Obligations. Each of the Guarantors herebyGuarantor does hereby unconditionally, jointly absolutely and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, irrevocably guarantee to the Administrative Agent, for the benefit of the Guaranteed Secured Parties and their respective successors, indorsees, transferees successors and assigns, as a primary obligor and not merely as a surety, (a) the prompt due and complete punctual payment by each of the other Borrower Parties of all Secured Obligations (including interest accruing and performance by other monetary obligations incurred during the Borrower and each pendency of any bankruptcy, insolvency, receivership or other Guarantorsimilar proceeding, regardless of whether allowed or allowable in such proceeding or otherwise enforceable), when due (and as due, whether at the stated maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of each of the other Borrower Parties under or pursuant to the Credit Agreement and the other Loan Documents (all the monetary and other obligations referred to in the preceding clauses (a) and (b) being collectively called the “Guaranteed Obligations”; provided that the Guaranteed Obligations of Guarantor shall exclude any Excluded Swap Obligations with respect to Guarantor). Guarantor further agrees that the Guaranteed Obligations may be Modified, waived, accelerated or compromised from time to time, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any Modification, waiver, acceleration or otherwise) compromise of any of the Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 9.01, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding principal amount of the Loans and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law involving such other obligor because it is the intention of the Guarantors and the Guaranteed Parties that the Obligations that are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law or order that may relieve the Borrower or any other Guarantor of any portion of any Obligations.

Guarantee of Obligations. (a) Each of the Guarantors Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor guarantees to each Secured Party and not merely as surety, to the Administrative Agent, for the benefit of the Guaranteed Parties and their respective its lawful successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Company and each other Guarantor, Guarantor when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations (as defined in the Securities Purchase Agreement), together with all reasonable attorneys, disbursements and other costs and expenses of collection incurred by the Collateral Agent and the other Secured Parties in enforcing any of such Obligations and/or this Guarantee (collectively, as used herein, the “Obligations”). This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full. Each Guarantor shall be liable regarded, and shall be in the same position, as principal debtor with respect to the Obligations. (b) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under its guarantee set forth the other Transaction Documents shall in this Section 9.01, without any limitation as to amount, for all present no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and future Obligationsstate laws, including specifically all future increases in the outstanding principal amount of the Loans and other future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Obligations (including interest, fees, costs and expenses) that would be owed by any other obligor on the Obligations but for the fact that they are unenforceable or not allowable due laws relating to the existence insolvency of a proceeding under any Debtor Relief Law involving such other obligor because it is debtors, fraudulent conveyance or transfer or laws affecting the intention rights of creditors generally (after giving effect to the Guarantors and the Guaranteed Parties that the Obligations that are guaranteed by the Guarantors pursuant hereto should be determined without regard to any applicable Law or order that may relieve the Borrower or any other Guarantor right of any portion of any Obligationscontribution established in Section 1.3).