Guaranty by Guarantor. (a) Guarantor hereby absolutely, irrevocably and unconditionally guarantees to JPM and its successors and permitted assigns the due and punctual payment and performance of all Guaranteed Obligations (as defined below) when the same shall become due and payable, in each case after any applicable grace periods or notice requirements, according to the terms of the LLC Agreement, or, if applicable, the relevant Fluid Supply Agreement, as the case may be. This Guaranty constitutes a guarantee of payment when due and owing, and not merely of collection. Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of the validity or enforceability of the LLC Agreement or any other Transaction Document (or, if applicable, the relevant Fluid Supply Agreement, as the case may be), any change therein or amendment thereto, the absence of any action to enforce the same, the recovery of any judgment against ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) 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 or a surety; provided, however, that (i) Guarantor's obligations under this Guaranty shall be subject to defenses available to ONI against enforcement of the Guaranteed Obligations (as defined below), other than bankruptcy or insolvency of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or defenses relating to the legal existence of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or the power and authority of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) to enter into and perform under the LLC Agreement or any other Transaction Document or, if applicable, the Fluid Supply Agreements, or the due authorization, execution, delivery and performance by ONI of the LLC Agreement or any other Transaction Document (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or the legality, validity and enforceability of ONI's obligations under the LLC Agreement or any other Transaction Document (or, if applicable, in the case of the Fluid Supply Agreements, the obligations of ORNI 10 or Western States, as the case may be, t...
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. 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. 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. Pledge of 50% of Guarantor's stock held by Xxxx Xxxxxxxxx after merger, related agreements
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.
Guaranty by Guarantor. (a) Guarantor hereby unconditionally, absolutely and irrevocably guarantees, as a primary obligor and not merely as a surety, to Purchaser the performance by Seller of Seller’s indemnification obligations arising under or pursuant to Article IX of this Agreement (the “Seller Liabilities”). Purchaser shall not be required to seek to enforce or resort to any remedies against Seller on account of Seller Liabilities. Guarantor’s obligations under this Section 11.1 shall be a guaranty of payment and not of collection only. The guarantee pursuant to this Section 11.1 shall remain in full force and effect without regard to, and the effectiveness thereof shall in no way be impaired, affected, reduced or released by reason of: (i) any amendment, modification, addition or supplement of any part of this Agreement, (ii) any exercise or non-exercise by Purchaser of any right or privilege under this Agreement, or (iii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets of Seller or the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings or any other inability to pay or perform affecting Seller or any of its assets, or any allegation concerning, or contest of the legality or validity of, Seller’s indemnification obligations under this Agreement. Guarantor unconditionally waives: (i) any demand or protest as the same pertains to Seller, (ii) any right to require Purchaser to proceed against Seller or to exhaust any security held by Purchaser or to pursue any other remedy (other than draws on the Letter of Credit), (iii) any defense based upon an election of remedies by Purchaser, and (iv) any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding Seller. The obligations of Guarantor under this Section 11.1 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Seller in respect of the Seller Liabilities is rescinded or must be otherwise restored by Purchaser, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Guarantor agrees that until the indefeasible payment and satisfaction in full of all Seller Liabilities, it shall not exercise any right or remedy arising by reason of any performance by it of its guaranty contained...
Guaranty by Guarantor. Guarantor hereby absolutely and unconditionally guarantees to the Buyer the prompt payment or performance when due, of all of the Seller’s agreements, undertakings and other obligations under this Agreement (collectively, “Obligations”), to the same extent as the Seller has such liability (collectively the “Guaranteed Obligations”). If all or any part of the Guaranteed Obligations shall not be punctually paid or performed by the Seller as and when the same become due in accordance with this Agreement, the Buyer shall provide notice to the Guarantor of such failure, with such notice providing reasonable details regarding the Guaranteed Obligations unfulfilled by the Seller and for which payment or performance is being sought from the Guarantor hereunder. Such demand(s) may be made after the time for payment or performance of all or part of the Guaranteed Obligations is due, but not punctually paid or performed by the Seller, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. All payments made hereunder shall be made without reduction, whether by offset, payment in escrow, or otherwise, except in all cases to the extent of any and all defenses to payment or performance or offset rights which may be available to the Seller.
Guaranty by Guarantor. The Guarantor shall execute and deliver to Bank a guaranty of payment and performance in which Guarantor guarantees payment and performance of all obligations of Borrower under this Agreement and the Notes pursuant to the terms of the Guaranty. The Guaranty shall be valid and enforceable upon delivery and shall continue to remain in full force and effect until all of the outstanding Indebtedness referred to in this Agreement and owed by Borrower to Bank has been paid in full.
