Common use of Irrevocable Guarantee Clause in Contracts

Irrevocable Guarantee. (a) The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Guaranteed Party and its successors, permitted indorsees, permitted transferees and permitted assigns that, upon written demand of payment made by the Guaranteed Party to the Guarantor, all Obligations will be promptly paid in full, in United States dollars, when due in accordance with the terms of the Purchase Agreement (after giving effect to the rights, limitations and obligations set forth in sections 8.1(c)-(j) and 8.2 of the Purchase Agreement). (b) If legal action is instituted to enforce the rights of the Guaranteed Party under this Guarantee, the Guarantor agrees to reimburse the Guaranteed Party on written demand for all reasonable attorney’s fees and disbursements and all other reasonable costs and expenses incurred by the Guaranteed Party in successfully enforcing its rights under this Guarantee. Notwithstanding the foregoing, the Guarantor shall have no obligation to pay any such costs or expenses if, in any action or proceeding brought by the Guaranteed Party giving rise to a demand for payment of such costs or expenses, it is finally adjudicated by a court of competent jurisdiction that the Guarantor is not liable to make payment under Section 2.1(a) with respect to the rights of the Guaranteed Party sought to be enforced in such action or proceeding. (c) Each payment under this Guarantee shall be made in United States dollars. Notwithstanding anything in this Section 2.1, the Guarantor’s liability to guarantee any Obligations shall not exceed the liability of the Company with respect to its Obligations under the terms of the Purchase Agreement; provided, that, notwithstanding the foregoing provisions of this paragraph (c), or any other provisions hereof to the contrary, (i) the Guarantor’s liability for the Obligations shall not be reduced by the amount of any costs and expenses recovered or recoverable by the Guaranteed Party under Section 2.1(b), and (ii) if the Company’s liability in respect of the Obligations is reduced due to any defense described in clauses (1) through (3) of the final paragraph of Section 2.3 hereof, the amount of such reduction shall not reduce the Guarantor’s liability for such Obligations hereunder.

Irrevocable Guarantee. (a) The Guarantor hereby unconditionally Each of the Guarantors hereby, jointly and severally, unconditionally, and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Guaranteed Party Asahi and its successorssuccessors and assigns, permitted indorsees, permitted transferees and permitted assigns that, upon written demand of payment made by the Guaranteed Party to the Guarantor, all Obligations will be promptly paid in full, in United States dollars, when due in accordance with the terms irrespective of the Purchase Agreement (after giving effect to the rights, limitations validity and obligations set forth in sections 8.1(c)-(j) and 8.2 enforceability of the Purchase Agreementother provisions of this Agreement or any other Financing Document: (x) the due and punctual payment of the Obligations when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise, (the “Guarantee Obligations”). (b) If legal Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity, or enforceability of the Obligations against the Borrowers, the absence of any action is instituted to enforce the rights of the Guaranteed Party under this Guaranteesame, the Guarantor agrees to reimburse the Guaranteed Party on written demand for all reasonable attorney’s fees and disbursements and all other reasonable costs and expenses incurred any waiver or consent by the Guaranteed Party in successfully enforcing its rights under this Guarantee. Notwithstanding the foregoing, the Guarantor shall have no obligation to pay any such costs or expenses if, in any action or proceeding brought by the Guaranteed Party giving rise to a demand for payment of such costs or expenses, it is finally adjudicated by a court of competent jurisdiction that the Guarantor is not liable to make payment under Section 2.1(a) Asahi with respect to the rights any provisions hereof or thereof, any release of any other Guarantor, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guaranteed Party sought Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of any of the Borrowers, any right to require a proceeding first against the Borrowers, protest, notice, and all demands whatsoever, and covenants that its Guarantee Obligations shall not be enforced in such action or proceedingdischarged except by complete performance of the Obligations. The guarantee hereunder by each Guarantor is a guarantee of payment and not of collection. (c) Each payment under this The guarantee of a Guarantor hereunder will be released only upon repayment in full of all principal and interest on the Term Loans. The Guarantors may not assign their obligations hereunder to any other Person, provided that the Guarantee Obligations shall be made in United States dollars. Notwithstanding anything in this Section 2.1, the Guarantor’s liability to guarantee any Obligations shall not exceed the liability binding upon all successors and assigns of the Company with respect to its Obligations under the terms of the Purchase Agreement; provided, that, notwithstanding the foregoing provisions of this paragraph (c), or any other provisions hereof to the contrary, (i) the Guarantor’s liability for the Obligations shall not be reduced by the amount of any costs and expenses recovered or recoverable by the Guaranteed Party under Section 2.1(b), and (ii) if the Company’s liability in respect of the Obligations is reduced due to any defense described in clauses (1) through (3) of the final paragraph of Section 2.3 hereof, the amount of such reduction shall not reduce the Guarantor’s liability for such Obligations hereunderGuarantors.