Guarantied Obligations Clause Samples
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Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash
(a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, 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, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and
(b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.
Guarantied Obligations. Guarantor hereby irrevocably and ---------------------- unconditionally guaranties to Guarantied Party, as and for its own debt, until final and indefeasible payment thereof has been made, (a) the payment of the Guarantied 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 Debtor of all of the agreements, conditions, covenants, and Obligations of Debtor contained in the Loan Agreement, and under each of the other Loan Documents.
Guarantied Obligations. Guarantor hereby irrevocably and unconditionally guaranties to Agent, for the benefit of the Lender Group and the Bank Product Providers, as and for its own debt, until the final and indefeasible payment in full thereof, in cash, has been made, (a) the due and punctual payment of the Guarantied Obligations, 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 Credit Agreement and under each of the other Loan Documents.
Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Amendment by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each Noteholder, as and for such Guarantor's own debt, until final and indefeasible payment has been made:
(a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Whole Amount (if any) 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, 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 each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty 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.
Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor hereby jointly and severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender Provided Interest Rate Hedge, any provider of a Lender Provided Foreign Currency Hedge, any provider of a Lender Provided Commodity Hedge or any provider of Other Lender Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the United States or any similar Laws of any country or jurisdiction) of all Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Borrowers or any other Guarantor to the Administrative Agent or any of the Lenders or any Affiliate of any Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrowers or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and Indebtedness arising from any extensions of credit under or in connection with any Loan Document from time to time, regardless of whether any such extensions of credit are in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebt...
Guarantied Obligations. Section 2.1. Guarantors — has the meaning assigned to such term in the introductory paragraph hereof.
Guarantied Obligations. No Credit Party shall, or shall permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Guarantied Obligations except (a) by endorsement of instruments or items of payment for deposit to the general account of any Credit Party, (b) for Guarantied Obligations incurred for the benefit of any other Credit Party or its Subsidiaries if the primary obligation is expressly permitted by this Agreement, (c) for Guarantied Obligations which consists of a Credit Party acting as a joint obligor or co-tenant under a lease by a Credit Party and (d) Guarantied Obligations permitted under Section 7.3.
Guarantied Obligations. As consideration for Lenders agreeing to enter into this Agreement and extend the Commitments, make the Loans hereunder and issue the Letters of Credit, Guarantor hereby unconditionally and irrevocably guaranties, as primary obligor and not merely as a surety, the due and punctual payment when due (whether at stated maturity, by required prepayment, declaration, demand or otherwise) (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)) of all Obligations of Company (including, without limitation, interest which, but for the filing of a petition in bankruptcy with respect to Company would accrue on such Obligations) and all obligations of Company under Interest Rate Agreements (collectively, the "LENDER INTEREST RATE AGREEMENTS") permitted under subsection 7.4(iii) to which a Lender or an Affiliate of such Lender (in such capacity, collectively, "INTEREST RATE EXCHANGERS") is a counterparty (the "GUARANTIED OBLIGATIONS"). Lenders and Interest Rate Exchangers are each referred to herein as a "GUARANTEED PARTY" and collectively as the "GUARANTIED PARTIES".
Guarantied Obligations. TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO MAKE LOANS AND GRANT OTHER FINANCIAL ACCOMMODATIONS TO THE BORROWER UNDER THE CREDIT AGREEMENT, EACH GUARANTOR HEREBY JOINTLY AND SEVERALLY UNCONDITIONALLY, AND IRREVOCABLY, GUARANTIES TO THE ADMINISTRATIVE AGENT, EACH LENDER AND ANY PROVIDER OF ANY LENDER-PROVIDED HEDGE OR ANY LENDER-PROVIDED TREASURY/CREDIT ARRANGEMENT; AND BECOMES SURETY, AS THOUGH IT WAS A PRIMARY OBLIGOR FOR, THE FULL AND PUNCTUAL PAYMENT AND PERFORMANCE WHEN DUE (WHETHER ON DEMAND, AT STATED MATURITY, BY ACCELERATION, OR OTHERWISE AND INCLUDING ANY AMOUNTS WHICH WOULD BECOME DUE BUT FOR THE OPERATION OF AN AUTOMATIC STAY UNDER THE FEDERAL BANKRUPTCY CODE OF THE UNITED STATES OR ANY SIMILAR LAWS OF ANY COUNTRY OR JURISDICTION) OF ALL OBLIGATIONS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE FOLLOWING: (A) ANY AND ALL OBLIGATIONS, LIABILITIES, AND INDEBTEDNESS FROM TIME TO TIME OF THE BORROWER, ANY OTHER GUARANTOR OR ANY OTHER SUBSIDIARY OF THE BORROWER TO THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, WHETHER FOR PRINCIPAL, INTEREST, FEES, INDEMNITIES, EXPENSES, OR OTHERWISE, AND ALL REFINANCINGS OR REFUNDINGS THEREOF, WHETHER SUCH OBLIGATIONS, LIABILITIES, OR INDEBTEDNESS ARE DIRECT OR INDIRECT, SECURED OR UNSECURED, JOINT OR SEVERAL, ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, WHETHER FOR PAYMENT OR PERFORMANCE, NOW EXISTING OR HEREAFTER ARISING (AND INCLUDING OBLIGATIONS, LIABILITIES, AND INDEBTEDNESS ARISING OR ACCRUING AFTER THE COMMENCEMENT OF ANY BANKRUPTCY, INSOLVENCY, REORGANIZATIONS, OR SIMILAR PROCEEDING WITH RESPECT TO THE BORROWER, ANY GUARANTOR OR ANY OTHER SUBSIDIARY OF THE BORROWER OR WHICH WOULD HAVE ARISEN OR ACCRUED BUT FOR THE COMMENCEMENT OF SUCH PROCEEDING, EVEN IF THE CLAIM FOR SUCH OBLIGATION, LIABILITY, OR INDEBTEDNESS IS NOT ENFORCEABLE OR ALLOWABLE IN SUCH PROCEEDING, AND INCLUDING ALL OBLIGATIONS, LIABILITIES, AND INDEBTEDNESS ARISING FROM ANY EXTENSIONS OF CREDIT UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS FROM TIME TO TIME, REGARDLESS WHETHER ANY SUCH EXTENSIONS OF CREDIT ARE IN EXCESS OF THE AMOUNT COMMITTED UNDER OR CONTEMPLATED BY THE LOAN DOCUMENTS OR ARE MADE IN CIRCUMSTANCES IN WHICH ANY CONDITION TO AN EXTENSION OF CREDIT IS NOT SATISFIED); (B) ALL REIMBURSEMENT OBLIGATIONS OF EACH OTHER LOAN PARTY AND ANY OTHER SUBSIDIARY OF THE BORROWER WITH RESPECT TO...
Guarantied Obligations. Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to Lender that: (a) by the Outside Completion Date, Substantial Completion of the Base Building Improvements in accordance with the Plans and Specifications (as the same may be modified in accordance with the Credit Agreement), except for non-material deviations therefrom that do not adversely affect the use of the Improvements for their intended purpose, shall have occurred subject to delays permitted by the Credit Agreement (i.e., Force Majeure Events); (b) Final Completion of the Base Building Improvements shall be achieved within the time period required therefor in the Credit Agreement, subject to delays permitted by the Credit Agreement (i.e., Force Majeure Events); (c) by each Lease Completion Date, the portion of the Project demised by the related Lease shall be completed and delivered to the Tenant thereunder in accordance with the Credit Agreement; (d) the Base Building Improvements shall be constructed in compliance in all material respects with all Laws and Regulations; (e) the Property shall, subject to Borrower’s right to contest pursuant to Section 5.1(b)(ii) of the Credit Agreement, be free and clear of all liens, claims and demands of any and all persons, firms, corporations or other entities which furnish materials, labor or services in connection with the Work; and (f) funding when due, after any reallocation of line items as permitted by the Credit Agreement, of all Construction Costs (all obligations under clauses (a) through (f) of this Section 1 and Section 3 hereof, the “Guarantied Obligations”).