Guaranteed Party Clause Samples

Guaranteed Party as Guarantor's Attorney-in-Fact. Each Guarantor irrevocably appoints Guaranteed Party as such Guarantor's attorney-in-fact, with full authority in the place and stead and name of such Guarantor, from time to time at Guaranteed Party's discretion but only following the occurrence and during the continuation of a Default, to take any action and to execute any instrument which Guaranteed Party may, in accordance with the provisions of the Credit Documents or this Agreement, require as necessary or advisable to accomplish the purposes of this Agreement.

Guaranteed Party. The Borrower further agrees that, to the extent that TMK makes a payment or payments to any of the Guaranteed Parties on the Guaranteed Debt, or any Guaranteed Party receives any proceeds of collateral securing the Guaranteed Debt, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to TMK, its estate, trustee, receiver, debtor in possession or any other party, including, without limitation, the Borrower, under any insolvency or bankruptcy

Guaranteed Party. The Guaranteed Party shall have all of the rights, privileges, protections and immunities granted to it under the Collateral Agency and Intercreditor Agreement.

Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Subsidiary in accordance with Section 11.01 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Subsidiary or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than the defenses available to Parent or Merger Sub under the Merger Agreement, or upon a breach by the Guaranteed Party of the Merger Agreement or this Limited Guarantee, including fraud by the Guaranteed Party). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor covenants and agrees that it will not institute, or permit any of its controlled Affiliates to institute, any proceeding asserting that this Limited Guarantee or any portion hereof is illegal, invalid or unenforceable in accordance with its terms. The Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against Parent or Merger Subsidiary that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under, on with or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Subsidiary, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Subsidiary, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and the Guarantor shall not exercise any such rights unless and until all Obligations shall have been p...

Guaranteed Party. Sungy Mobile Limited