Common use of Guaranty Absolute; Continuing Guaranty; Assignments Clause in Contracts

Guaranty Absolute; Continuing Guaranty; Assignments. The Guarantor, guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following: any lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or otherwise; any taking, exchange, release or non-perfection of any Pledged Property (as defined in the Security Documents), or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction Party; or any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Secured Party that might otherwise constitute a defense available to, or a discharge of, any Transaction Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Transaction Party or otherwise, all as though such payment had not been made. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations (other than inchoate indemnity obligations) and (ii) be binding upon the Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of and be enforceable by the Secured Party and its successors, and permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, the Secured Party may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction Document to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Secured Party herein or otherwise, in each case as provided in the Securities Purchase Agreement or such Transaction Document.

Guaranty Absolute; Continuing Guaranty; Assignments. The GuarantorGuarantors, guaranties jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party Purchasers with respect thereto. The obligations of the each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of the any Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following: any lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or otherwise; any taking, exchange, release or non-perfection of any Pledged Property (as defined in collateral with respect to the Security Documents)Guaranteed Obligations, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; or any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction Party; or any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Secured Party that might otherwise constitute a defense available to, or a discharge of, any Transaction Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Secured Party any Purchaser or any other Person upon the insolvency, bankruptcy or reorganization of any Transaction Party or otherwise, all as though such payment had not been made. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the complete conversion of all of the Company's obligations under the Debentures to equity securities of the Company and/or indefeasible cash payment in full in cash of all obligations under the Debentures (together with any matured indemnification obligations as of the Guaranteed Obligations date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty (other than excluding any inchoate indemnity or unmatured contingent indemnification obligations) and (ii) be binding upon the each Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of and be enforceable by the Secured Party Purchasers and its their respective successors, and permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, the Secured Party any Purchaser may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction Document to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Secured Party such Purchaser herein or otherwise, in each case as provided in the Securities Purchase Agreement or such Transaction Document. Notwithstanding the foregoing and for the avoidance of doubt, this Guaranty will expire and each Guarantor will be released from its obligation hereunder upon the complete conversion of all of the Company's obligations under the Debentures to equity securities of the Company and/or indefeasible payment in full in cash of all obligations under the Debentures (together with any matured indemnification obligations as of the date of such conversion and/or payment, but excluding any inchoate or unmatured contingent indemnification obligations) and payment of all other amounts payable under this Guaranty (excluding any inchoate or unmatured contingent indemnification obligations).

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantor, guaranties Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction DocumentsDebentures, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party Buyer with respect thereto. The obligations Guarantor agrees that its guarantee constitutes a guaranty of payment of the Obligations and not of collection and waives any right to require that any resort be made by the Buyer to any collateral. The Obligation of the Guarantor under this Amended and Restated Guaranty are independent of the Guaranteed ObligationsObligation under the Debentures, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Amended and Restated Guaranty, irrespective of whether any action is brought against any Transaction Party Parent or the Guarantor or whether any Transaction Party Parent or the Guarantor is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Transaction Document the Debentures or any agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed ObligationsObligation, or any other amendment or waiver of or any consent to departure from any Transaction Documentthe Debentures, includingprovided, without limitationhowever, the Guarantor shall not be liable under this Guarantee as a result of any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party Parent or the Guarantor or otherwise; (iii) any taking, exchange, release or non-perfection of any Pledged Property (as defined in the Security Documents)collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have against any Person, including, without limitation, the Buyer; (v) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction Partythe Buyer; or (vi) any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Secured Party Buyer that might otherwise constitute a defense available to, or a discharge of, any Transaction Party Parent or any other guarantor the Guarantor or surety. (b) This Amended and Restated Guaranty shall continue to be effective or be reinstated, as the case ease may be, if at any time any payment of any of the Guaranteed Obligations Obligation is rescinded or must otherwise be returned by the Secured Party Buyer or any other Person upon the insolvency, bankruptcy or reorganization of any Transaction Party Parent or otherwise, all as though such payment had not been made. (c) This Amended and Restated Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the indefeasible cash payment in full full, whether in cash or securities, as the case may be, of the Guaranteed Obligations (Obligation and all other than inchoate indemnity obligations) amounts payable under this Amended and Restated Guaranty, shall (ii) be binding upon the Guarantor and Guarantor, its respective successors and assigns. This Guaranty shall assigns and (iii) inure to the benefit of and be enforceable by the Secured Party Buyer and its successors, and permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentenceclause (iii), the Secured Party Buyer may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction Document Debentures to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Secured Party Buyer herein or otherwise, in each case ease as provided in the Securities Purchase Agreement or such Transaction DocumentDebentures. Section 4.

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorGuarantors, guaranties jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party Collateral Agent with respect thereto. The obligations of the each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. This Guaranty is a guaranty of payment and performance and not collection only. The liability of the any Guarantor under this Guaranty shall be irrevocable, absolute absolute, independent and unconditional irrespective of, and shall not be affected by any circumstance whatsoever (other than the indefeasible payment in full and the complete performance of all of the Obligations) which may constitute a defense or a legal or equitable discharge (whether in whole or in part) of a guarantor or surety, whether foreseen or unforeseen and whether similar or dissimilar to any circumstance described in this Guaranty. Without limiting the foregoing, each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following: any lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or otherwise; any taking, exchange, release or non-perfection of any Pledged Property (as defined in the Security Documents), or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction Party; or any other circumstance (including any statute of limitations) or any existence of or reliance on any representation by the Secured Party that might otherwise constitute a defense available to, or a discharge of, any Transaction Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Transaction Party or otherwise, all as though such payment had not been made. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations (other than inchoate indemnity obligations) and (ii) be binding upon the Guarantor and its respective successors and assigns. This Guaranty shall inure to the benefit of and be enforceable by the Secured Party and its successors, and permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, the Secured Party may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction Document to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Secured Party herein or otherwise, in each case as provided in the Securities Purchase Agreement or such Transaction Document.: