Guarantor’s Covenants. Each Guarantor covenants and agrees that from the date hereof and until payment in full of all indebtedness and performance of all obligations owed under the Loan Documents, Guarantor shall:
Guarantor’s Covenants. Subject to Sections 1(b) and (c), until the Indebtedness has been paid in full and any commitments of Lender or facilities provided by Lender with respect to the Indebtedness have been terminated and each and every term, covenant, and condition of this Guaranty is fully performed, Guarantor agrees:
(a) to provide the following financial information and statements in form and content acceptable to Lender, and such additional information as requested by Lender from time to time:
(i) Guarantor’s annual financial statements upon request of Lender. Such statements must be in form satisfactory to Lender and be certified and dated by Guarantor and show Guarantor’s financial condition. Such statements must include, without limitation, a listing of all assets and liabilities, a listing of all sources of income and of the uses of income, the amount and sources of contingent liabilities, identification of joint owners as to listed assets, and an annual projection of sources and uses of income;
(ii) additional information as requested by Lender from time to time regarding the financial condition of any corporations, partnerships, limited liability companies, or other entities in which Guarantor owns, directly or indirectly, a material interest; and
(iii) copies of Guarantor’s federal income tax return (with all forms K-1 attached) together with a statement of any contributions made by Guarantor to any subchapter S corporation or trust, and, if requested by Lender, copies of any extensions of the filing date.
Guarantor’s Covenants. (1) The Guarantor guarantees to the Landlord the due and punctual payment and performance of all the liabilities and obligations of the Tenant under this licence and shall indemnify the Landlord against all losses, damages, costs and expenses arising or incurred by the Landlord as a result of the non- payment or non-performance of those obligations or liabilities.
(2) The obligations of the Guarantor under this licence:
(a) constitute a direct, primary and unconditional liability to pay on demand to the Landlord any sum which the Tenant is liable to pay under this licence and to perform on demand by the Landlord any obligation of the Tenant under this licence without the need for any recourse on the part of the Landlord against the Tenant; and
(b) will not be affected by:-
(i) any time or indulgence granted to the Tenant by the Landlord;
(ii) any legal limitation, disability or other circumstances relating to the Tenant or any irregularity, unenforceability or invalidity of any obligations of the Tenant under this licence;
(iii) any licence or consent granted to the Tenant, any variation in the terms of this licence or any variation in the terms of any of the Leases;
(iv) the release of one or more of the parties defined as the Guarantor (if more than one); or
(v) any other act, omission, matter or thing whereby (but for this provision) the Guarantor would be exonerated in whole or in part from this guarantee other than a release under seal given by the Landlord.
(3) So long as this guarantee remains in force the Guarantor shall not:
(a) in the event of any bankruptcy, liquidation, rehabilitation, moratorium or other insolvency proceedings relating to the Tenant, claim or prove as creditor in competition with the Landlord; or
(b) be entitled to claim or participate in any security held by the Landlord in respect of the obligations of the Tenant under this licence; or
(c) exercise any right of set-off against the Tenant.
(4) If the Landlord brings proceedings against the Tenant, the Guarantor shall be bound by any findings of fact, interim or final award of interlocutory or final judgment made by an arbitrator or the court in those proceedings insofar as the same relate to the subject matter of this Deed PROVIDED THAT the Landlord shall have served a copy of the writ summons petition or similar process which initiated such proceedings on the Guarantor before the expiry of 7 days after such proceedings were initiated
Guarantor’s Covenants. The Guarantor further agrees that:
22.2.1 this guarantee and indemnity continues throughout the Term and after the Term expires;
22.2.2 any payment made to the Council and later avoided by any statutory provision or discounted, refunded or reduced by any subsequent proceedings does not discharge the Guarantor’s liability and, in any such event, the Council, the Lessee and the Guarantor must be restored to the rights which each would have had if the payment had not been made;
22.2.3 the Council may proceed against the Guarantor (or any one or more of them) concurrently, before or instead of proceeding against the Lessee without affecting the liability of the Guarantor or the Lessee;
22.2.4 the liability of the Guarantor is not prejudiced by the granting of time, credit or any indulgence or concession to the Lessee or by any compounding, compromise, release, absolute or partial discharge (whether by operation of law or otherwise), abandonment, waiver, variation, novation, relinquishment or renewal of any contractual rights, duties, guarantees or indemnities by the Lessee, or by any omission or neglect or by any other dealing, matter or thing which, but for this provision, could or might operate to prejudice this guarantee and indemnity. This guarantee and indemnity is absolute and unconditional in all circumstances;
22.2.5 this guarantee and indemnity is not affected by any laches, acts, omissions or mistakes by the Council;
22.2.6 until the Lessee has fully performed and observed the Lessee’s covenants in this Lease and until the Council has received in full all moneys due from the Lessee under this Lease, the Guarantor is bound by this guarantee and indemnity;
22.2.7 this guarantee and indemnity continues to bind the Guarantor notwithstanding:
22.2.7.1 the death, bankruptcy, insolvency or liquidation (as the case may be) of the Lessee or the Guarantor or any one or more of them;
22.2.7.2 any change in the constitution of the Council, the Lessee or the Guarantor;
22.2.7.3 the happening of any thing, which under the law relating to sureties would, but for this provision, release the Guarantor from this guarantee and indemnity or discharge this guarantee and indemnity;
22.2.7.4 any part of this Lease being severed;
22.2.7.5 any renewal or extension of the Term or any variation to the terms of this Lease;
22.2.7.6 any security taken by the Council being or becoming void or defective or any loss or impairment of such security;
22.2.7.7 any assignment of this Le...
Guarantor’s Covenants. The Guarantor HEREBY COVENANTS with the Landlord, as a primary obligation, as follows:-
Guarantor’s Covenants. 3.1 The Guarantor COVENANTS with the Landlord as principal obligor as follows:-
3.1.1 That the Assignee will pay the rents reserved by and observe and perform the tenant covenants of the Lease and that if the Assignee defaults in the payment of any of the rents reserved by the Lease on the due dates or in observing or performing any of the tenant covenants of the Lease the Guarantor will pay the rents or observe or perform the tenant covenants in respect of which the Assignee has defaulted and the Guarantor will make good to tile Landlord on demand all losses costs damages and expenses resulting from any such default.
3.1.2 That if a liquidator or trustee in bankruptcy of the Assignee disclaims the Lease the Guarantor will at the request of the Landlord made within three months after such disclaimer take from the Landlord a lease of the Premises for a term equal to the residue of the [Term] which would have remained had there been no disclaimer at the same rents and subject to the tenant covenants of the Lease such lease to take effect from the date of such disclaimer and in such case the Guarantor will pay the costs of such new lease and execute and deliver a counterpart of it to the Landlord.
3.2 The Guarantor's obligations under Clause 3.1 commence on the date on which the leasehold interest under the Lease is assigned to the Assignee and do not bind the Guarantor in relation to any time after either
3.2.1 the Assignee is relased from the tenant covenants of the Lease in accordance with the Act (but without prejudice to any liability of the Guarantor incurred before the time of such release) or
3.2.2 the Assignee is able to demonstrate by production of accounts to the Landlord that for each, of three consecutive financial periods being in aggregate not less than three years and at least one of which consecutive financial periods shall be after the date of this Deed its accounts indicate that it has achieved net profits before tax (meaning the net trading profits before tax for a period of 12 months or in the case of any other period the annualised rate of net profit before tax of the Assignee arising from its ordinary trading activities but excluding any profit from the sale of fixed assets businesses or investments or other exceptional and/or extraordinary items or items which would have been classified as extraordinary and/or exceptional items before the introduction of Accounting Standard FRS3 after deduction (on an annualised basis) of deprecation i...
Guarantor’s Covenants. The Guarantor hereby confirms, and shall perform, each of the covenants relating to the Guarantor set forth in each Credit Document to which it is a party or by which it is bound.
Guarantor’s Covenants. The Guarantors hereby further agree, undertake and covenant with the Bank as follows:-
Guarantor’s Covenants. The liability of the Guarantor shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of the Guarantor, including, without limitation:
a. any amendment, modification or extension of the Agreement or any Obligation;
b. any extension of time for performance, whether in whole or in part, of any Obligation given prior to or after default thereunder;
c. any exchange, surrender or release, in whole or in part, of any security that may be held by the Purchaser at any time under the Agreement;
d. any other guaranty in existence now or which may be executed by the Guarantor or any other third-party affiliated to the Seller;
e. any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any Obligation, claim, cause of action, right or remedy which the Purchaser may, at any time, have under the Agreement or with respect to any guaranty or any security which may be held by the Purchaser at any time for or under this Agreement or with respect to the Seller;
f. any act, omission or delay by the Purchaser which may in any manner or to any extent vary the risk of the Guarantor or which would otherwise operate as a discharge the Guarantor as a matter of law;
g. the release of any other guarantor from liability for the performance or observance of any Obligation, whether by operation of law or otherwise;
h. the failure to give the Guarantor any notice whatsoever; or
i. any right, power or privilege that the Purchaser may now or hereafter have against any person, entity or collateral in relation to this Agreement.
Guarantor’s Covenants. 1. To pay observe & perform 2. To take lease on disclaimer 3. Payments following disclaimer
