Guaranty and Suretyship. Each Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably guarantees and becomes surety for the full and punctual payment and performance of the Guaranteed Obligations as and when such payment or performance shall become due (at scheduled maturity, by acceleration or otherwise) in accordance with the terms of the Loan Documents. This Agreement is an agreement of suretyship as well as of guaranty, is a guarantee of payment and performance and not merely of collectibility, and is in no way conditioned upon any attempt to collect from or proceed against the Borrower or any other Person or any other event or circumstance. The obligations of the Guarantors under this Agreement are direct and primary obligations of each Guarantor and are independent of the Guaranteed Obligations, and a separate action or actions may be brought against any Guarantor regardless of whether action is brought against the Borrower or any other Person or whether the Borrower or any other Person is joined in any such action or actions.
Guaranty and Suretyship. (a) The Guarantor hereby absolutely and unconditionally guarantees to the Agent, the Banks and the Issuing Bank and to their respective successors and assigns, and agrees to become a surety for, the full, timely and faithful performance and discharge by the Borrowers or any other person affiliated with the Parent of any and all Guaranteed Obligations (including without limitation the due and punctual payment of the Guaranteed Obligations and every part thereof as and when the Guaranteed Obligations shall become due and payable in accordance with the terms thereof, at whatever time and for whatever reasons) that shall not have been paid when due.
(b) Subject to the provisions of Paragraph 12 hereof, the obligations of the Guarantor hereunder are absolute and unconditional and shall remain in full force and effect until the Guarantor shall have fully and satisfactorily discharged each of its obligations to the Agent, the Banks and the Issuing Bank under this Guaranty, irrespective of the genuineness, validity, regularity or enforceability of the Loan Agreement, the Notes, the Security Documents, the Secured Hedge Agreements or of any assignment, modification or termination thereof, and shall not be released, discharged or impaired in any way by reason of (i) any failure of the Agent, the Banks or the Issuing Bank to retain or preserve any rights against any person, (ii) the invalidity of any such rights which the Agent, the Banks or the Issuing Bank may attempt to obtain, (iii) the lack of prior enforcement by the Agent, the Banks or the Issuing Bank of any rights against any person, (iv) the dissolution of any of the Banks or the Issuing Bank, (v) the waiver, surrender, compromise, settlement, release or termination of any of or all the obligations, covenants or agreements of the Borrowers contained in the Notes, (vi) the failure to give notice to the Guarantor of the occurrence of a breach of this Guaranty, (vii) the extension of the time for payment of any amount owing or payable on the Loan Agreement, the Notes, the Security Documents or any Secured Hedge Agreement, (viii) the taking or the omission of any of the actions referred to in this Guaranty, (ix) any circumstances which might give rise to any right of termination, release, rescission, discharge, modification or suspension by the Guarantor of its obligations hereunder by reason of any misstatement, breach of warranty or other act or omission by the Agent, any of the Banks or the Issuing Bank, whe...
Guaranty and Suretyship. The Parent hereby absolutely, unconditionally and irrevocably guarantees and becomes surety for the full and punctual payment of the Guaranteed Obligations as and when such payment shall become due (at scheduled maturity, by acceleration or otherwise) in accordance with the terms of the Loan Documents. The provisions of this Article X are an agreement of suretyship as well as of guaranty, are a guarantee of payment and not merely of collectability, and are in no way conditioned upon any attempt to collect from or proceed against any Other Borrower or any other Person or any other event or circumstance. The obligations of the Parent under this Article X are direct and primary obligations of the Parent and are independent of the Guaranteed Obligations, and a separate action or actions may be brought against the Parent regardless of whether action is brought against any Other Borrower or any other Person or whether any Other Borrower or any other Person is joined in any such action or actions. The provisions of this Article X shall not apply unless and until an Other Borrower is party to this Agreement or a Borrower Accession Instrument and shall apply for so long as any Loan to an Other Borrower or the related Guaranteed Obligations are outstanding or any Commitment remains in effect.
Guaranty and Suretyship. Guarantor hereby unconditionally and irrevocably becomes guarantor and surety to Landlord, its successors and assigns for the full, faithful and punctual performance of each and all of the covenants, agreements and conditions of the Lease to be kept and performed by Tenant, including the punctual payment of all rent and any other monetary obligations due and owing by Tenant under the Lease (including monetary obligations owing by reason of a non-monetary default by Tenant), whether by acceleration or otherwise, in accordance with and within the time prescribed by the Lease, as well as all other liabilities now or hereafter contracted by Tenant with Landlord, together with all costs and expenses (including reasonable attorneys’ fees and cost of suit) incurred by Landlord in connection with any of the foregoing (hereinafter collectively referred to as the “Liabilities”).
Guaranty and Suretyship. Xxxxxx hereby unconditionally and irrevocably becomes surety to EasyLink, its successors and assigns for the full, faithful and punctual performance of each and all of the covenants, agreements, and conditions of the Domain Portfolio Purchase Agreement to be kept and performed by NJ Domains or its successors or assigns, including the punctual payment of all monetary obligations due and owing by NJ Domains or its successors or assigns under the Domain Portfolio Purchase Agreement, together with all costs and expenses (including costs of indemnification and reasonable attorneys' fees and cost of suit, all as described in the Domain Portfolio Purchase Agreement) incurred by EasyLink in connection with the foregoing (hereinafter collectively referred to as the "Liabilities"). The Liabilities expressly do not include the liabilities of Xxxx.xxx, Inc., Xxxxx.xxx, Inc., or NJ Domain's liabilities to third parties.
Guaranty and Suretyship. Each Subsidiary Guarantor hereby absolutely, unconditionally and irrevocably guarantees and becomes surety for the full and punctual payment and performance of the Obligations as and when such payment or performance shall become due (at scheduled maturity, by acceleration or otherwise) in accordance with the terms of the Loan Documents. This Agreement is an agreement of suretyship as well as of guaranty, is a guarantee of payment and performance and not merely of collectibility, and is in no way conditioned upon any attempt to collect from or proceed against the Borrower, any other Subsidiary Guarantor or any other Person or any other event or circumstance. The obligations of each Subsidiary Guarantor under this Agreement are direct and primary obligations of such Subsidiary Guarantor and are independent of the Obligations, and a separate action or actions may be brought against such Subsidiary Guarantor regardless of whether action is brought against the Borrower, any other Subsidiary Guarantor or any other Person or whether the Borrower, any other Subsidiary Guarantor or any other Person is joined in any such action or actions.
Guaranty and Suretyship. The Guarantors jointly and severally ----------------------- hereby absolutely, unconditionally and irrevocably guarantee and become surety, as though each Guarantor was a primary obligor, for the full and punctual payment and performance of the Guaranteed Obligations as and when such payment or performance shall become due (at scheduled maturity, by acceleration or otherwise) in accordance with the terms of the Loan Documents. This Agreement is an agreement of suretyship as well as of guaranty, is a guarantee of payment and performance and not merely of collectibility, and is in no way conditioned upon any attempt to collect from or proceed against any Borrower or any other Person or any other event or circumstance. The obligations of the Guarantors under this Agreement are direct and primary obligations of each Guarantor and are independent of the Guaranteed Obligations, and a separate action or actions may be brought against any one or more of the Guarantors regardless of whether action is brought against any Borrower, any other Guarantor or any other Person or whether any Borrower, any other Guarantor or any other Person is joined in any such action or actions.
Guaranty and Suretyship. The Guarantors jointly and severally hereby absolutely, unconditionally and irrevocably guarantee and become surety for the full and punctual payment and performance of the Guaranteed Obligations. This Agreement is an agreement of suretyship as well as of guaranty, is a guarantee of payment and performance and not merely of collectibility, and is in no way conditioned upon any attempt to collect from or proceed against the Borrower or any other Persons or any other event or circumstance. The obligations of the Guarantors under this Agreement are direct and primary obligations of each Guarantor and are independent of the Guaranteed Obligations, and a separate action or actions may be brought against any one or more of the Guarantors regardless of whether action is brought against the Borrower, any other Guarantors or any other Persons or whether the Borrower, any other Guarantors or any other Persons are joined in any such action or actions.
Guaranty and Suretyship. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees and becomes surety for the full and punctual payment and performance of the Guaranteed Obligations as and when such payment or performance shall become due (at scheduled maturity, by mandatory prepayment, by acceleration or otherwise) in accordance with the terms of the Loan Documents; provided, however, that the obligations of the Guarantor hereunder shall not in any event exceed the Maximum Guaranty Amount. This Agreement is an agreement of suretyship as well as of guaranty, is a guarantee of payment and performance and not merely of collectibility, and is in no way conditioned upon any attempt to collect from or proceed against the Borrower or any other Person or any other event or circumstance. The obligations of the Guarantor under this Agreement are direct and primary obligations of the Guarantor and are independent of the Guaranteed Obligations, and a separate action or actions may be brought against the Guarantor regardless of whether action is brought against the Borrower or any other Person or whether the Borrower or any other Person is joined in any such action or actions.
Guaranty and Suretyship. (a) Panfile hereby agrees to abxxxxxxxy, unconditionally and irrevocably guaranty, and by these presents does hereby absolutely, unconditionally and irrevocably guarantee and become surety for (i) the full, prompt and punctual payment (and not merely the collectibility) of the Notes, and all amounts to come due under the Notes (and any note or other instrument given in renewal, extension, modification, increase or substitution of or for the Notes, or either of them), whether at stated maturity, by extension, acceleration, or otherwise, all according to the terms of the Notes and the Asset Purchase Agreement, and (ii) the full, prompt and punctual payment of Jason IV's obligations undex xxx indemnification provisions set forth in Section 14.2 of the Asset Purchase Agreement, which guaranty and suretyship, subject only to the provisions of Section 7 hereof, is unlimited in amount, scope and recourse.
(b) This Guaranty shall be fully enforceable, notwithstanding any right or power of Jason IV or anyone else, to xxxxxx any claim or defense as to the validity or enforceability of the Notes and/or the Asset Purchase Agreement, or with respect to any amounts due, thereunder, and no such claim or defense shall impair or affect the obligations of Panfile hereunder. All sumx xxxxxle by Panfile hereunder, whether xx xxxxcipal, interest, fees, penalties, expenses or other charges, shall be paid in full, without set off or counterclaim or any deduction or withholding whatsoever.
(c) This Guaranty shall survive, and Panfile's obligations and lxxxxxxxxxs hereunder shall remain unaffected by, (i) the dissolution of Jason IV, whether voluntary xx xxxxluntary, and/or (ii) any changes in ownership of Jason IV.
