Guaranteed Obligations Sample Clauses
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Guaranteed Obligations. The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made:
(a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and
(b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations.”
Guaranteed Obligations. For purposes of this Guaranty the term “Guaranteed Obligations” shall mean the payment and performance of each and every obligation of Tenant to Landlord under the Lease or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Lease.
Guaranteed Obligations. The Guaranteed Obligations as defined in Paragraph 30. Guarantor. The Guarantor as defined in Paragraph 30.
Guaranteed Obligations. For purposes of this Agreement, the term “Guaranteed Obligations” shall mean the payment and performance of each and every obligation of the Tenant to the Landlord under the Lease or relating thereto, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Lease.
Guaranteed Obligations. Guarantor hereby irrevocably and unconditionally guarantees to Foothill, as and for its own debt, until final and indefeasible payment thereof has been made, (a) payment of the Guaranteed Obligations, in each case when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being the intent of Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by Borrower of all of the agreements, conditions, covenants, and obligations of Borrower contained in the Loan Documents.
Guaranteed Obligations. (a) Subject to Section 11.3, each Guarantor unconditionally and irrevocably guarantees the due and punctual payment, performance, and discharge by such Guarantor’s respective Guaranteed Entity’s obligations under this Agreement (the “Guaranteed Obligations”) and promises to pay on demand each sum that such Guaranteed Entity is liable to pay under the Guaranteed Obligations.
(b) Without prejudice to the rights of any party under this Agreement, each Guarantor shall be a primary obligor and shall be deemed a principal debtor in respect of such Guarantor’s Guaranteed Obligations and not a surety.
(c) Any number of demands may be made of any Guarantor under this Article 12.
(d) No Guarantor’s liability shall be discharged, impaired or affected by:
(1) any legal limitation, disability or incapacity or other circumstances relating to such Guarantor’s Guaranteed Entity or any change in the members or status of such Guaranteed Entity or any other person;
(2) any variation of any of the terms of this Agreement or of any of the Guaranteed Obligations;
(3) any time, waiver or consent granted to or composition with such Guarantor’s Guaranteed Entity or any other person;
(4) the liquidation or dissolution of such Guarantor’s Guaranteed Entity or the appointment of a liquidator, receiver, administrative receiver or administrator of any of such Guaranteed Entity’s assets or any other insolvency proceeding relating to such Guaranteed Entity or any other matter affecting the obligation of such Guaranteed Entity to perform any Guaranteed Obligation;
(5) any unenforceability, illegality or invalidity of any obligation of any person under this Agreement; or
(6) any other matter which, but for this Section 12.2(d), would reduce, vitiate or affect the obligations of such Guarantor in respect of the Guaranteed Obligations.
(e) Until all of a Guarantor’s Guaranteed Obligations have been unconditionally and irrevocably discharged, such Guarantor agrees that it will not make demand for the payment of any sum from such Guarantor’s Guaranteed Entity connected with or in relation to the sum demanded another party hereto or claim any set-off or counterclaim against such Guaranteed Entity.
(f) Each Guarantor further agrees that if any payment received by another party hereto from such Guarantor in relation to its Guaranteed Obligations is avoided or set aside on the subsequent insolvency or liquidation of such Guarantor’s Guaranteed Entity and is subsequently repaid, such payment shall ...
Guaranteed Obligations. For purposes of this Agreement, the term "Guaranteed Obligations" shall mean the payment and performance of each and every obligation of the Tenant to HPT under the Transaction Documents, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Lease.
Guaranteed Obligations. The obligations of the Company under the Debentures are guaranteed by each Subsidiary pursuant to the Guarantee (as amended, amended and restated, supplemented, or otherwise modified from time to time).
Guaranteed Obligations. See §17.1. Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the any Loan Party or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.
Guaranteed Obligations. The Company covenants that if any Person (other than the Company) guarantees or provides collateral in any manner for any Debt of the Company or any Subsidiary, it will simultaneously cause such Person to guarantee or provide collateral for the Notes equally and ratably with all Debt guaranteed or secured by such Person pursuant to documentation in form and substance reasonably satisfactory to such holder.