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. 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. (i) ADP and Broadridge shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the ADP Group to be substituted in all respects for any member of the Broadridge Group in respect of, all obligations of such member of the Broadridge Group under any ADP Liability for which such member of the Broadridge Group may be liable, as guarantor, original tenant, primary obligor or otherwise. If such termination or substitution is not effected by the Distribution Date, (A) ADP shall indemnify and hold harmless the relevant Broadridge Indemnified Party for any Liability arising from or relating thereto and (B) without the prior written consent of Broadridge, from and after the Distribution Date, ADP shall not, and shall not permit any member of the ADP Group or any of its Affiliates to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the Broadridge Group is or may be liable, unless all obligations of the Broadridge Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Broadridge.
(ii) ADP and Broadridge shall cooperate, and shall cause their respective Groups to cooperate, to terminate, or to cause a member of the Broadridge Group to be substituted in all respects for any member of the ADP Group in respect of, all obligations of such member of the ADP Group under any Broadridge Liability for which such member of the ADP Group may be liable, as guarantor, original tenant, primary obligor or otherwise, other than those guarantees listed on Schedule 2.3(d) (the “Continuing ADP Guarantees”). If such termination or substitution is not effected by the Distribution Date, (A) Broadridge shall indemnify and hold harmless the relevant ADP Indemnified Party for any Liability arising from or relating thereto (including with respect to any Continuing ADP Guarantees), (B) without the prior written consent of ADP, from and after the Distribution Date, Broadridge shall not, and shall not permit any member of the Broadridge Group to, amend, renew or extend the term of, increase its obligations under, or transfer to a third Person, any loan, lease, contract or other obligation for which any member of the ADP Group is or may be liable (including any Continuing ADP Guarantee or any loan, lease, contract or other obligation underlying any Continuing ADP Guar...
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. Guarantor hereby irrevocably, absolutely and unconditionally guarantees: (a) the full, prompt, and complete payment when due, whether by acceleration or otherwise, of (i) the entire amount of principal, accrued interest, and premiums due from time to time under the Loan; and (ii) all other Obligations of Borrower to Lender under or in respect of any of the Loan Documents, including reimbursements, late charges, interest and default interest (including post-petition interest to the extent a petition is filed by or against Borrower under title 11 of the United States Code (the “Bankruptcy Code”), damages, indemnity obligations, collection and court costs, attorneys’ fees, advances, and all other expenses and charges of any kind, in each case whether incurred prior to or after the execution of this Guaranty and all without set-off, counterclaim, recoupment, or deduction of any amounts owing or alleged to be owing by Lender to Borrower or Guarantor; and (b) the full and complete payment and performance, when due, of all other Obligations, including all indemnity obligations. All amounts due, debts, liabilities and payment and/or performance obligations described in this Section 1 shall be hereinafter collectively referred to as the “Guaranteed Obligations”. This Guaranty shall include all Swap Obligations but will not include any Excluded Swap Obligations. The exclusion of any Excluded Swap Obligations from this Guaranty shall in no way, affect, diminish or alter the Guarantor’s liability for or guarantee of all other Guaranteed Obligations identified herein or the Guarantor’s grant of a security interest or lien to secure such Guaranteed Obligations. As used herein, the following terms have the following definitions:
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. 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).