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. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, to the Borrower under the Credit Agreement, each Guarantor hereby jointly and sever- ally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured Party; 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 in- cluding any amounts which would become due but for the operation of an automatic stay under the xxxxx- al bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obliga- tions, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party or any Affiliate of any Secured Party 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 in- debtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower 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 indebt- edness 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 un- der or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of th...
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. Section 2.1. Guarantors — has the meaning assigned to such term in the introductory paragraph hereof.
Guarantied Obligations. Subject only to the specific limitations contained in this Section 1, Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to the Lenders the punctual and complete payment when due, whether at or after maturity, upon acceleration or otherwise of (and indemnifies and holds the Lenders harmless against any loss resulting from the failure of such complete and punctual payment when due to occur): (i) Operating Expenses for the Mortgaged Property; (ii) any Holdover Damages (as such term is defined in Section 1(B)(ii) of that certain Lease Agreement, dated July 13, 2000, between the Property Owner, as landlord, and Holland & Knight, LLP, as tenant); (iii) any amounts which are payable pursuant to Section 37(d)(ii) of the Bank One Lease; (iv) any Make-Whole Amount payable under the Loan Documents and (v) all interest payable under the Loan Documents, including, without limitation, all IRR Amounts and interest accruing after maturity, acceleration or the realization upon any collateral, including, without limitation, interest that would otherwise be owed by Borrower under the Loan Documents but the payment of which is unenforceable or not allowable due to the existence or a bankruptcy, reorganization or similar proceeding involving Borrower or the Property Owner, at the rate or rates, including the applicable Default Rate, set forth in the Construction Loan Agreement, and any late charges, fees or other amounts due by reason of any late payment of interest (all obligations under clauses (i) through (v) of this Section 1(a), without duplication of and except for any amounts paid by Guarantor pursuant to that certain Guaranty of Interest and Operating Costs by and between Guarantor and the Senior Lender, the “Guarantied Obligations”); provided, however, that Guarantor shall not be liable (but Borrower shall remain liable) for any (A) interest payable under the Loan Documents that first accrues (but without relieving Guarantor of its responsibility for any such interest theretofore accrued) after the earlier to occur of (1) the date of transfer to Agent, the Lenders (or any of them) or any third party of title to the Collateral pursuant to a transfer in lieu of foreclosure thereof and (2) the date that is six (6) months after the transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent or the Lenders of title to the Collateral pursuant to a foreclosure or UCC sale thereof (provided,...
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, Holdings hereby unconditionally and irrevocably guaranties, as a primary obligor and not merely as a surety, the due and punctual payment when due (whether at stated maturity, by required 142 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, whether or not allowable as a claim) and all obligations of Company under Interest Rate Agreements (collectively, the "LENDER INTEREST RATE AGREEMENTS") permitted under subsection 7.4(ii) to which a Lender or an Affiliate of such Lender (in such capacity, collectively, "INTEREST RATE EXCHANGERS") is a counterparty (the "GUARANTIED OBLIGATIONS"). For purposes of this Section 9, Holdings is referred to as a "GUARANTOR". Lenders and Interest Rate Exchangers are each referred to herein as a "GUARANTIED PARTY" and collectively as the "GUARANTIED PARTIES".
Guarantied Obligations. Guarantor hereby unconditionally, absolutely and irrevocably, as a primary obligor and not merely as a surety, guaranties to the Lenders 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 Construction Loan 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 Construction Loan Agreement (i.e., delay caused by Force Majeure Events); (b) Final Completion of the Base Building Improvements shall be achieved within the time period required therefor in the Construction Loan Agreement, subject to delays permitted by the Construction Loan Agreement (i.e., delay caused by 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 Construction Loan Agreement; (d) the Base Building Improvements shall at all times be constructed in compliance in all material respects with all Laws and Regulations; (e) the Property shall, subject to Borrower’s right to contest or cause the Property Owner to contest pursuant to Section 5.1(b)(ii) of the Construction Loan 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) all Construction Costs shall be funded when due (including, without limitation, any Shortfalls under Section 2.1.7 of the Construction Loan Agreement), taking into account any reallocation of line items and/or allocation of cost savings permitted under the Construction Loan Agreement (all obligations under clauses (a) through (f) of this Section 1 and Section 3 hereof, collectively, the “Guarantied Obligations”).
