Guaranty by Guarantor. (a) For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and to induce each Lender to enter into this Agreement and to make and maintain Loans to Borrower hereunder, Guarantor hereby irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, to each Creditor the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of Borrower to such Creditor, now existing or hereafter incurred, under this Agreement or any other Credit Document, whether for principal, interest, fees, expenses indemnities or otherwise (including (i) amounts which would become due but for the operation of any automatic stay in any case under the Bankruptcy Code and (ii) interest which would have accrued on the Obligations following the commencement of any Insolvency Proceeding by or against Borrower, whether or not such interest constitutes an allowable claim against Borrower in any such case or Insolvency Proceeding). Guarantor hereby irrevocably and unconditionally agrees that, upon default by Borrower in the payment when due of any amount owing by Borrower hereunder or under any other Credit Document to a Creditor, Guarantor will immediately pay the same to the Agent (for the benefit of such Creditor) in Dollars and in immediately available funds, at the place and in the manner specified for such defaulted payment in this Agreement or such other Credit Document and otherwise in accordance with the terms of this agreement and each other Credit Document, together with any and all reasonable expenses that are incurred by such Creditor or the Agent in collecting the same, without further notice or demand (other than notice to the Guarantor of the amount due Lender hereunder and of Borrower’s failure to make such payment).
Guaranty by Guarantor. On the Document Closing Date, the Guarantor shall enter into the Guaranty, pursuant to which the Guarantor has absolutely and unconditionally guaranteed the obligations of Ground Lessor, Lessee and Construction Agent under the Operative Documents to the extent provided therein.
Guaranty by Guarantor. This Agreement and the Continuing Guaranty executed by Guarantor in favor of Bank referenced in Section 3.1(b) hereinabove (“Guaranty”) shall be read together as one agreement. In the event that any of the terms and conditions of this Agreement with respect to Guarantor conflict with any the terms and conditions of the Guaranty, the terms and conditions of this Agreement shall govern and control such conflict.
Guaranty by Guarantor. The validity of the Loan Documents and of this Guaranty, and the rights, duties, liability and obligations of Guarantor with respect thereto, shall not be extinguished, terminated, affected, impaired, diminished or modified by reason of the occurrence of any one or more of the following, whether with or without prior notice or demand to Guarantor, and whether by Lender or AFI:
Guaranty by Guarantor. (a) Guarantor hereby unconditionally and irrevocably guarantees to the Sellers (i) the payment by Purchaser of the Final Merger Consideration and any other amounts payable by Purchaser to the Equity Holders pursuant to this Agreement when and to the extent the same shall become due and payable, and (ii) the performance by Purchaser of each agreement, condition, covenant, obligation and undertaking of Purchaser under this Agreement and all agreements ancillary thereto or executed in connection therewith, on the terms and subject to the conditions set forth therein (collectively, the “Guaranteed Obligations”). If Purchaser shall fail to pay any amounts due under this Agreement when and to the extent the same shall become due and payable, or shall fail to perform any of the Guaranteed Obligations in the manner provided in the document giving rise to such Guaranteed Obligation, Guarantor will, upon written demand from the Equity Holder Representative, promptly pay or cause to be paid such amount to the Equity Holders or to cause the performance of such Guaranteed Obligation, as the case may be. The Guaranteed Obligations under this guaranty shall constitute an absolute and unconditional present and continuing guarantee of payment and performance to the extent provided herein and not of collectability, and shall not be contingent upon any attempt by the Equity Holders to enforce payment or performance by Purchaser. (b) The Guaranteed Obligations under this guaranty are absolute and unconditional and shall remain in full force and effect without regard to (i) any agreement or modification to any of the terms of this Agreement or any other agreement which may hereafter be made relating thereto, in each case in accordance with the terms of this Agreement, except to the extent agreed to in writing by the Company or the Equity Holder Representative, as the case may be; (ii) any insolvency, bankruptcy, dissolution, liquidation, reorganization or the like of Guarantor or Purchaser at any time; or (iii) absence of any notice to, or knowledge by, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) and (ii). Guarantor shall directly and unconditionally assume all payment and performance Guaranteed Obligations of Purchaser under this Agreement or otherwise. (c) Guarantor unconditionally waives (i) any and all notice of default, non-performance or non-payment under this Agreement and (ii) all notices which ma...
Guaranty by Guarantor. Guarantor hereby unconditionally guarantees, as a primary obligor, the obligations of Buyer under this Agreement.
Guaranty by Guarantor. 23 ARTICLE III
Guaranty by Guarantor. (a) From and after the date hereof, Guarantor hereby unconditionally guarantees the due and punctual payment of the Capital Contributions by the Member in accordance with the terms of the LLC Agreement; provided, however, that Guarantor shall not be liable to make any payment until five (5) Business Days (as defined in the LLC Agreement) following receipt by Guarantor of written notice from the Payee that a payment of an amount is due thereunder. Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the LLC Agreement, any change in or amendment thereto, the absence of any action to enforce the same, any waiver or consent by the Payee with respect to any provision thereof, the recovery of any judgment against the Member or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that nothing contained herein shall be construed to be a waiver by Guarantor of demand of payment or notice to Guarantor with respect to the LLC Agreement or the Capital Contributions. Guarantor covenants that its obligations under this Section 1(a) will not be discharged except by payment in full of the Capital Contributions owing by the Member to the Payee in accordance with the terms of the LLC Agreement.
Guaranty by Guarantor. TABLE OF EXHIBITS Exhibit A Noncompetition, Nonsolicitation and Confidentiality Agreement Exhibit B Consulting Agreement Exhibit C Promissory Note Exhibit D Facility Lease Exhibit E Seller Opinion Exhibit F Purchaser Opinion SCHEDULES Schedule 1.1.1 Fixed Assets Schedule 1.1.2 Contracts Schedule 1.2 Excluded Assets Schedule 2.1 Assumed Liabilities Schedule 5.1 Real Property Schedule 7.5 Status of Contracts Schedule 7.6 Intellectual Property Schedule 7.7 Insurance Requirements Schedule 7.8 Environmental Matters Schedule 7.9 Litigation Matters Schedule 7.11 Employees and Labor Matters Schedule 7.12 Permits and Licenses Schedule 7.13 Tax Matters Schedule 7.15 Security Interests and Encumbrances Schedule 13.3 Employees Providing Services to Seller CROSS REFERENCES TO DEFINED TERMS
Guaranty by Guarantor. As an inducement to Purchaser to enter into this Agreement, this Agreement being for the benefit of Guarantor as the sole stockholder of Seller, Guarantor hereby unconditionally guarantees to Purchaser all of the obligations of Seller under this Agreement, the Acquisition Documents and any other instrument, document or agreement related to or arising out of any of the foregoing. Such guarantee is absolute. Purchaser may pursue the enforcement of any obligations so guaranteed directly against Guarantor, without first pursuing its remedies against Seller. Guarantor waives any right it may have to require the marshaling of assets.
