Guarantor Obligations. Guarantor acknowledges that Lender would not make the Loan but for the personal liability undertaken by Guarantor herein.
Guarantor Obligations. (a) Guarantor agrees that, upon our request, it shall (at the Guarantor's expense) participate in any dispute resolution activities between Supplier and the Government concerning, or pursuant to, the Agreement.
(b) Guarantor shall promptly respond to, comply with and perform any claim, demand and direction by the Government to perform the Performance Bond and to expeditiously, in good faith and on a full indemnity basis (including legal costs), fully compensate the Government, relieve, remedy or otherwise rectify any breach of the Agreement by the Supplier, including to financially compensate the Government (as claimed by Government) in accordance with, and subject to, the terms and conditions of the Agreement.
Guarantor Obligations. To the extent authorized by the Constitution or Laws of the State, Guarantor agrees that (a) the obligations of Guarantor pursuant to this Guaranty shall be binding upon Guarantor without any further notice or acceptance thereof; (b) this Guaranty shall not be affected by reason of assertion by UT against the CCC of any rights or remedies reserved to UT in the Affiliation Agreement or by reason of any summary or other proceedings against the CCC other than the offset rights provided in Section 8.4; (c) immediately upon written notice by UT to Guarantor of default under the Affiliation Agreement by the CCC, Guarantor will pay UT all amounts of “Permitted Investment Payment” and/or other charges due or overdue from the CCC, its successors or assigns, under the Affiliation Agreement, within thirty (30) days of receipt of such notice, and will timely comply with or perform all of the terms, covenants, and conditions of the Affiliation Agreement to be performed by the CCC, its successors or assigns, as provided in the Affiliation Agreement; (d) no extension, forbearance, or leniency extended by UT to the CCC shall discharge Guarantor from Guarantor’s obligations hereunder, and Guarantor agrees at all times that Guarantor will be liable notwithstanding that Guarantor has had no notice of any such extension, forbearance, or leniency; provided, however, that UT and the CCC may not, without the written consent of the Guarantor, at any time or from time to time, enter into any such changes, modifications, extensions, reversals of the Affiliation Agreement, amendment, or other covenants with respect to the Affiliation Agreement, and that Guarantor shall be released by any such action without their consent.
Guarantor Obligations. Each Guarantor hereby ratifies and affirms in all respects it obligations under its guaranty and acknowledges that such guaranty shall remain in full force and effect.
Guarantor Obligations. [The Guarantor agrees with the Pub Owner to meet all of its obligations set out in schedule 2.]
Guarantor Obligations. 2.1 The Guarantor agrees with the Pub Owner that:
2.1.1 The Operator will observe and perform the covenants, obligations and other terms of this agreement.
2.1.2 If at any time during the Liability Period while the Operator is bound by the Operator's covenants and obligations of this agreement and the Operator defaults in observing or performing any of the covenants or other terms of this agreement then the Guarantor will pay the payments under this agreement and VAT charged on them and will observe and perform the covenants or terms in respect of which the Operator is in default.
2.2 The Guarantor will make good to the Pub Owner on demand and indemnify the Pub Owner against all losses resulting from the Operator's non-payment, non-performance or non- observance of the matters detailed in this agreement notwithstanding:
2.2.1 that the terms of this agreement may have been varied by agreement between the Pub Owner and the Operator; or
2.2.2 anything else by which, but for this paragraph 2, the Guarantor would be released.
Guarantor Obligations. Guarantor's liability hereunder shall be unlimited. Guarantor absolutely and unconditionally guarantees and promises to perform, on demand, without set-off or deduction, (a) the prompt payment when due, whether upon maturity, acceleration or otherwise, of all amounts payable by Borrower pursuant to the Security Agreement, the guaranty under this clause constituting a guaranty of payment and not of collection; (b) the punctual performance by Borrower of each and every duty, agreement, covenant or other Obligations of Borrower under the Security Agreement; and (c) all other Obligations of Borrower to Lender.
Guarantor Obligations. Guarantor does hereby agree that if the Note is not paid by Borrower in accordance with its terms for any reason whatsoever, or if any and all sums which are now or may hereafter become due from Borrower to Lender under the Loan Documents are not paid by Borrower in accordance with their terms for any reason whatsoever, Guarantor will immediately make such payments. Guarantor further agrees to pay Lender all expenses (including, without limitation, reasonable attorneys' fees) paid or incurred by Lender in endeavoring to collect all or any portion of the indebtedness evidenced by the Note, to enforce any other obligations guaranteed hereby, or to enforce this Guaranty.
Guarantor Obligations. Section 5 of the Agreement shall be deleted its entirety and replaced with the following:
Guarantor Obligations. Promptly following the Closing Date, Guarantor will file an appropriate Registration Statement on Form S-8 or other appropriate form with respect to the offering of common shares of Guarantor issuable upon vesting of the Assumed RSUs and Assumed PSUs and shall file a request with the Israel Securities Authority for an exemption from prospectus requirements pursuant to Section 15D of the Israeli Securities Law 1968, with respect to such offering. Subject to the receipt of the Options Tax Ruling, Guarantor shall use all reasonable commercial efforts in order to maintain the tax beneficial treatment of the Assumed RSUs and Assumed PSUs which are Section 102 Awards pursuant to Section 102(b)(3) of the Ordinance. Guarantor shall use reasonable best efforts to keep such Form S-8 effective for as long as the Assumed RSUs and Assumed PSUs remain outstanding.
