Guarantor’s Agreement Sample Clauses

Guarantor’s Agreement. IN RETAIL FUND, L.L.C., a Delaware limited liability company having its principal place of business at c/o Inland Real Estate Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Oak Brook, Illinois 60523 (“Guarantor”), hereby unconditionally and irrevocably guarantees to TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“Lender”) to pay and perform when due the Liabilities (defined below) and to pay on demand the Expenses (defined below). This Guaranty of Payment (the “Guaranty”) is absolute, independent and continuing under all circumstances, and is a guaranty of payment and performance, not of collection. Guarantor acknowledges that the Lender has given sufficient consideration for this Guaranty by agreeing to consent to the assumption by IN RETAIL FUND ALGONQUIN COMMONS, L.L.C., an Illinois limited liability company (“Borrower”), of that certain loan (the “Loan”) to ALGONQUIN COMMONS, LLC, an Illinois limited liability company, ALGONQUIN PHASE II ASSOCIATES LLC, an Illinois limited liability company, JRA ▇▇▇▇▇▇▇▇ OFFICE PARK, LLC, an Ohio limited liability company, JRA BEECHMONT TWINS, LLC, an Ohio limited liability company, JRA FAMILY LIMITED LIABILITY COMPANY, an Ohio limited liability company, MFF ASSOCIATES, LLC, an Ohio limited liability company, and TGH ASSOCIATES, LLC, an Ohio limited liability company (collectively, “Prior Owner”), which is evidenced by that certain Promissory Note dated December 16, 2004, in the original principal amount of $21,000,000.00 made by Prior Owner in favor of Lender (as the same may from time to time be amended, modified or restated, the “Note”) and under which there is now due and owing the principal sum of $20,948,300.87, and acknowledges that the Lender is agreeing to consent to the assumption of the Loan in reliance on each of the terms of this Guaranty.

Guarantor’s Agreement. [BORROWER], a Delaware limited partnership having an address at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (the "GUARANTOR"), hereby unconditionally and irrevocably guarantees (the "GUARANTY") to TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "LENDER"), to pay and perform when due the Liabilities (defined below) and to pay on demand the Expenses (defined below). This Guaranty is absolute, independent, unconditional and continuing under all circumstances and is a guaranty of payment and performance, not of collection. The Guarantor acknowledges that the Lender has given sufficient consideration for this Guaranty by agreeing to make a certain loan to Guarantor and to certain Affiliates of the Guarantor as specified on EXHIBIT A hereto (each such Affiliate of Guarantor, other than Guarantor itself, a "CO-BORROWER", and collectively, the "CO-BORROWERS") in the maximum amount of up to $[MAXIMUM PRINCIPAL AMOUNT] (the principal, interest, and all other sums due and owing under the loan being hereinafter collectively called the "LOAN"), which Loan is evidenced by _________ Promissory Notes now or hereafter issued by Guarantor and the respective Co-Borrowers, as specified in EXHIBIT A hereto (as the same may be amended, modified or restricted from time to time, each such Promissory Notes other than that made by Guarantor, an "OTHER NOTE", and collectively, the "OTHER NOTES") and secured by, among other things, the Other Borrower Loan Documents (defined below), and the Guarantor acknowledges that the Lender is doing so in reliance on each of the terms of this Guaranty.

Guarantor’s Agreement. Guarantor hereby unconditionally and irrevocably, jointly and severally guarantees to Lender to pay and perform when due the Guaranteed Obligations and to pay on demand the Expenses (defined below). This Guaranty is absolute, independent and continuing under all circumstances, and is a guaranty of payment and performance, not of collection. Guarantor acknowledges and agrees that ▇▇▇▇▇▇ has given sufficient consideration for this Guaranty by, among other things, making the Loan to the Borrower and acknowledges that ▇▇▇▇▇▇ is doing so in reliance on, among other things, each of the terms of this Guaranty.

Guarantor’s Agreement. Each of the Guarantors hereby jointly and severally, unconditionally and irrevocably guarantees to BANK ONE, NA, a national banking association ("Lender") to pay and perform when due the Obligations (as hereinafter defined) and to pay on demand the Expenses (as hereinafter defined). This Guaranty is absolute, independent and continuing under all circumstances, and is a guaranty of payment and performance, not of collection. Each Guarantor hereby acknowledges that Lender has given sufficient consideration for this Guaranty by entering into that certain Loan Agreement dated of even date herewith (the "Loan Agreement") with Glimcher Properties Limited Partnership, a Delaware limited partnership ("Borrower"), and agreeing to make the loan described therein (the "Loan") and to otherwise perform its obligations thereunder. Each Guarantor. hereby further acknowledges that Lender is doing all of the foregoing in reliance on each of the terms of this Guaranty. Guarantor hereby further acknowledges and represents to Lender that by virtue of the Loan being made to Borrower, and Borrower becoming the sole member of Guarantor, Guarantor has thus become a wholly owned subsidiary of Borrower and as such it is deriving a material benefit from the making of the Loan to Borrower.

Guarantor’s Agreement. Guarantor has guaranteed the prompt and full payment of the obligations of Borrower under the Loan pursuant to the Guaranty. Guarantor believes it is in Guarantor's best interest for Borrower to enter into this Agreement. Guarantor hereby reaffirms the Guaranty and agrees that the Guaranty shall remain in full force' and effect. Guarantor acknowledges that its obligations under the Guaranty are separate and distinct from those of Borrower on the Loan. Guarantor agrees that the Guaranty shall also guarantee Borrower's obligation under this Agreement. Guarantor represents, warrants and agrees that this Agreement is of substantial economic benefit to Guarantor and that Guarantor's reaffirmation and consent is an essential part of the consideration to Bank to enter into this Agreement. Guarantor hereby consents to the terms, conditions and provisions of the Loan Documents as modified hereby, and agrees that the Guaranty continues to cover the Loan, and all amounts disbursed, paid or incurred by Bank in connection with the Loan as such are modified hereunder, including but not limited to any additional advances contemplated hereunder and attorneys' fees (including allocated costs of in-house counsel as allowed by law) and other costs of Bank. Any property or rights to or interest in property granted as security for the Guaranty or any of the other Loan Documents shall remain as security for the Guaranty and the obligations of Guarantor pursuant to the

Guarantor’s Agreement. Guarantors have executed this Agreement to indicate their agreement and consent to the terms of this Agreement. Guarantors hereby ratify and reconfirm their Guaranties, agree that the Guaranties shall remain in full force and effect and cover the obligations under the Loan Documents as modified hereby; and acknowledge that there are no claims or offsets against or defenses or counterclaims to the terms and provisions of the Guaranties.

Guarantor’s Agreement. Subject to the Guarantor Maximum Liability (as defined below), each Guarantor hereby, jointly and severally, unconditionally and irrevocably guarantees to NYSERDA, the discharge of the Guaranteed Obligations as and when the same shall be due and payable pursuant to the terms of this Guaranty; provided that this Guaranty shall be null and void, and of no force or effect (and neither Guarantor shall have any liability or obligations hereunder), unless and until each of the conditions precedent set out in Section 3.01(b)-(d) of Exhibit B of the Grant Agreement have been satisfied or waived in writing by the parties thereto, in each case in accordance with Section 3.01 of Exhibit B of the Grant Agreement. Each Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations (as defined below) as a primary obligor. Subject to the Guarantor Maximum Liability, this Guaranty is absolute, independent and continuing under all circumstances, and is a guaranty of performance, not of collection. Each Guarantor acknowledges that NYSERDA has given sufficient consideration for this Guaranty by, among other things, agreeing to make the Grant funds to Grant Recipient and entering into the Grant Agreement, and further acknowledges that NYSERDA is doing so in reliance on, among other things, each of the terms of this Guaranty.

Guarantor’s Agreement. By signing below, each Guarantor (i) consents and agrees to the execution, delivery and performance by the Borrower and the Company of this Limited Waiver, (ii) agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Limited Waiver, or any of the provisions contemplated herein, (iii) confirms its obligations under its Guaranty and (iv) agrees that it has no claim or offsets against, or defenses or counterclaims to, its Guaranty.

Guarantor’s Agreement. Guarantor unconditionally and irrevocably guarantees to G-III Apparel Group, Ltd., a Delaware corporation (“Purchaser”) to pay in full and perform when due the Obligations (as hereinafter defined). This Guaranty is absolute, independent and continuing under all circumstances, and is a guaranty of payment and performance, not of collection. Guarantor hereby acknowledges that Purchaser has given sufficient consideration for this Guaranty by entering into that certain Stock Purchase Agreement dated of even date herewith (the “Purchase Agreement”) with LVMH Moet H▇▇▇▇▇▇▇ ▇▇▇▇▇ Vuitton Inc., a Delaware corporation (“Seller”), and agreeing to purchase all of the issued and outstanding shares of D▇▇▇▇ Karan International, Inc., a Delaware corporation (the “Transaction”), and to otherwise perform its obligations thereunder.