Guaranty Obligation a. We unconditionally guarantee to you and undertake the obligations of a surety with respect to the following described obligations and liabilities of the Debtor (herein, the "Debtor's Liabilities"):
i. the prompt payment in full of any and all now existing or hereafter arising indebtedness or obligations of the Debtor to you of every kind or nature, whether acquired by you by negotiation, assignment or otherwise, and whether direct or indirect, absolute or contingent, matured or unmatured, or otherwise, and including without limitation all advances and other loans now or at any time hereafter made by you to the Debtor under or secured by the Agreements, or otherwise. WITHOUT LIMITATION, THE FOREGOING GUARANTY SHALL EXTEND TO ANY OBLIGATIONS WHICH THE DEBTOR MAY INCUR TO YOU UNDER ANY AGREEMENT OR BY REASON OF ANY OTHER FINANCIAL ACCOMMODATION BETWEEN YOU AND THE DEBTOR MADE AFTER THE DATE HEREOF WHETHER OR NOT PRESENTLY CONTEMPLATED. WE ACKNOWLEDGE THAT IT IS OUR RESPONSIBILITY TO OBTAIN FORM TIME TO TIME DIRECTLY FROM THE DEBTOR SUCH INFORMATION AS WE MAY REQUIRE CONCERNING THE OBLIGATIONS AND INDEBTEDNESS GUARANTEED HEREBY, WHICH RESPONSIBILITY IS REASONABLE IN LIGHT OF OUR RELATIONSHIP WITH THE DEBTOR; and
ii. the prompt, full and faithful performance and discharge by the Debtor of each and every term, condition, agreement, representation, warranty and provision on the part of the Debtor contained in any of the Agreements or in any modification, amendment or substitution thereof or in any other document or instrument evidencing or securing any obligation or indebtedness of the Debtor to you.
b. We shall, on your demand, reimburse you for all expenses, collection charges, court costs and attorneys' fees incurred by you in endeavoring to collect Debtor's Liabilities, and to enforce, protect or defend any of your rights and remedies against us and/or the Debtor or against any other person or entity primarily or secondarily liable for the obligations and indebtedness guaranteed hereby (herein, an "Obligor"), or against or with respect to any property, real or personal now or hereafter granted to or obtained by you as security for Debtor's Liabilities or for our liabilities and obligations to you hereunder or for those of any Obligor (herein, "Secured Property"), together with interest thereon until reimbursed at a rate equal to five (5) percent above the rate of interest payable on the debtor's Liabilities guaranteed hereby (or the highest rate permitted ...
Guaranty Obligation. Pursuant to the terms and conditions of the Guaranty Agreement, upon Demand by the Agent, SJMB shall fully pay and perform any Guaranteed Indebtedness of the Company set forth in such Demand, up to a maximum aggregate principal amount of two million dollars ($2,000,000) and other amounts as set forth in the Guaranty Agreement (each such payment a "Guaranty Payment").
Guaranty Obligation. The Guarantor hereby jointly, severally, irrevocably and unconditionally guarantees to the Lender and its successors and assigns, the due and punctual payment of the Guaranteed Debt and the payment and performance of all other obligations now or hereafter arising hereunder, whether or not the Borrower may be released from performance of any of the agreements, covenants, terms or conditions contained in the Note, Loan Agreement or any document, instrument or agreement pertaining to the Guaranteed Debt.
Guaranty Obligation. For good and valuable consideration, the Guarantors hereby agree to unconditionally guarantee any and all amounts due from Digi Outdoor Media, Inc. (the “Borrower”), a Nevada Corporation, under that certain Bridge Loan Agreement of even date herewith (the “Bridge Loan Agreement”), and all associated Promissory Note(s) (the “Notes”) executed by Borrower in favor of Lender (whether of even date herewith, or thereafter, in accordance with the Bridge Loan Agreement). It is specifically intended that this Guaranty shall apply with respect to the First Loan Amount of Six Hundred Thousand and no/100 U.S. Dollars (USD $600,000.00), evidenced by a promissory note of even date herewith, as well as any Notes executed hereafter by Borrower, as contemplated by the Bridge Loan Agreement, providing for loans to Borrower in the principal amount of up to Nine Hundred Thousand and no/100 U.S. Dollars (USD $900,000.00) (the “Aggregate Loan Amount”). If Borrower should, for any reason whatsoever, fail to fully, timely and completely pay any amounts due under the Note, Guarantors promise to pay each and every such obligation, as and when such obligation comes due.
Guaranty Obligation. UNTIL THE SATISFACTION OF ALL OF THE CONSTRUCTION CONDITIONS, AS DETERMINED BY LENDER IN ITS SOLE DISCRETION (THE “CONSTRUCTION SATISFACTION”), GUARANTOR JOINTLY AND SEVERALLY GUARANTIES AND PROMISES TO PAY THE INDEBTEDNESS TO LENDER OR ITS ORDER. UPON THE CONSTRUCTION SATISFACTION, GUARANTOR JOINTLY AND SEVERALLY GUARANTIES AND PROMISES TO PAY THE INDEBTEDNESS TO LENDER OR ITS ORDER SUBJECT TO THE LIMITATIONS DESCRIBED IN PARAGRAPH 2.2 BELOW. THE OBLIGATIONS OF GUARANTOR HEREUNDER SHALL BE CONTINUING, ABSOLUTE AND UNCONDITIONAL. GUARANTORS UNDERSTAND THAT, UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN PARAGRAPH 2.2(a)(ii), THIS GUARANTY WILL EXTEND TO THE ENTIRE INDEBTEDNESS. THE FOREGOING GUARANTY IS A GUARANTY OF PAYMENT OF THE INDEBTEDNESS AND NOT OF COLLECTION, AND IS NOT CONDITIONED OR CONTINGENT UPON THE GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY OF ANY OF THE LOAN DOCUMENTS. NO PAYMENT MADE BY OR ON BEHALF OF ANY GUARANTOR TO LENDER SHALL DISCHARGE OR DIMINISH SUCH GUARANTOR’S LIABILITY HEREUNDER UNLESS WRITTEN NOTICE IS GIVEN TO LENDER AT THE TIME SUCH PAYMENT IS MADE THAT THE SAME IS BEING PAID UNDER THIS GUARANTY, AND ANY SUCH PAYMENTS MADE SHALL BE SUBJECT TO THE PROVISIONS OF PARAGRAPH 2.2(d). GUARANTOR ACKNOWLEDGES THAT ITS LIABILITIES UNDER THIS GUARANTY ARE IN ADDITION TO AND EXCLUSIVE OF THE LIABILITIES OF GUARANTOR TO LENDER UNDER THAT INDEMNITY AGREEMENT OF APPROXIMATELY EVEN DATE HEREWITH FROM BORROWER AND GUARANTOR TO LENDER. GUARANTOR ACKNOWLEDGES THAT ITS AGGREGATE LIABILITY TO LENDER UNDER THIS GUARANTY MAY EXCEED THE LIABILITY OF BORROWER TO LENDER UNDER THE NOTE, AND HEREBY EXPRESSLY WAIVES THE BENEFIT OF ANY STATUTE, COMMON LAW OR OTHER RIGHT THAT MIGHT OTHERWISE LIMIT THE AMOUNT OF GUARANTOR’S LIABILITY TO THE AMOUNT OF BORROWER’S LIABILITY.
Guaranty Obligation. Guarantor hereby irrevocably and unconditionally personally guarantees to Agent and Lender and their successors and assigns the prompt and unconditional payment and performance of the Guaranteed Obligations (hereinafter defined). 7346388v10 12/29/2015 7:50 PM 6605.019
Guaranty Obligation. “Guaranty Obligation” shall mean, with respect to any Entity, any direct or indirect liability of that Entity with respect to any indebtedness, lease, dividend, letter of credit or other obligation (the “primary obligations”) of another Entity (the “primary obligor”), including any obligation of that Entity, whether or not contingent, (a) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, or (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, or (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof. The amount of any Guaranty Obligation shall be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof.
Guaranty Obligation. 10 1.1.90 Hazardous Materials .......................................... 11 1.1.91 Holders ...................................................... 11 1.1.92 Impositions .................................................. 11 1.1.93 Improvements ................................................. 11 1.1.94 Indebtedness ................................................. 11 1.1.95 Indemnified Liabilities ...................................... 11 1.1.96
Guaranty Obligation. Upon execution hereof, Borrower shall (i) execute a Guaranty Agreement in form and substance acceptable to Lender, in its sole discretion, evidencing Borrower's agreement to unconditionally and irrevocably guarantee the full and final payment of all Debt of DQE owed to Lender, (ii) execute such documents and instruments in form and substance acceptable to Lender, in its sole discretion, evidencing Borrower's agreement that all of Lender's Liens on the Collateral shall secure, in addition to the Obligations, all of Borrower's liabilities and obligations under such Guaranty Agreement and all Debt of DQE owed to Lender, (iii) deliver certified corporate resolutions which authorize the execution, delivery and performance by Borrower of such Guaranty Agreement and lien documentation and (iv) have its counsel deliver a favorable opinion of counsel relating to such matters.
Guaranty Obligation. The Guarantor hereby irrevocably and unconditionally guarantees to the Sublessor and its successors and assigns, the due and punctual payment of financial obligations and performance of all other obligations of the Sublessee imposed in the Sublease now or hereafter arising hereunder.
