Common use of Irrevocable Guaranty Clause in Contracts

Irrevocable Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Party and each of its successors, permitted indorsees, permitted transferees and permitted assigns that all monetary Obligations will be promptly paid in full, in Dollars, when due in accordance with the provisions of the Transaction Documents. If for any reason any sums stated in the Transaction Documents to be payable by Clean Technologies II, or any part thereof, shall not be paid promptly when due, then in each such instance upon written demand of payment made by the Guaranteed Party to the Guarantor, the Guarantor shall pay the same to or for the benefit of the Guaranteed Party and in accordance with the provisions of the Transaction Documents. (b) Whether or not legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party, upon written demand, for all reasonable attorneys’ fees and disbursements and all other reasonable costs and expenses incurred by the Guaranteed Party in successfully enforcing its rights under this Guaranty. 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 any payment under Section 2.1(a) of this Guaranty. Notwithstanding anything to the contrary in this Section 2.1, the Guarantor’s liability in respect of any of the Obligations shall not exceed the liability of Clean Technologies II with respect to such Obligations under the Transaction Documents; provided, however, that such cap on liability shall not apply to reasonable costs, expenses and fees (including reasonable legal fees and disbursements) in excess of such maximum liability incurred by the Guaranteed Party in connection with enforcing this Guaranty.

Irrevocable Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, to the Guaranteed Party and each of its successors, permitted indorsees, permitted transferees and permitted assigns that all monetary Obligations will be promptly paid in fullthat, in Dollars, when due in accordance with the provisions of the Transaction Documents. If for any reason any sums stated in the Transaction Documents to be payable by Clean Technologies II, or any part thereof, shall not be paid promptly when due, then in each such instance upon written demand of payment made by the Guaranteed Party to the Guarantor, the Guarantor shall pay the same to or for the benefit of the Guaranteed Party and (i) all payment Obligations will be promptly paid in full, in United States dollars, when due in accordance with the provisions of the Transaction Documents and (ii) all performance Obligations will be promptly and fully performed when due or required in accordance with the terms of the Transaction Documents. (b) Whether or not If legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party, upon Party on written demand, demand for all reasonable attorneys’ attorney’s fees and disbursements and all other reasonable costs and expenses incurred by the Guaranteed Party in successfully enforcing its rights under this Guaranty. 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 or obligated to perform any payment further obligations under Section 2.1(a) of this GuarantyGuaranty to the Guaranteed Party hereunder. (c) Each payment under this Guaranty shall be made in United States dollars. Notwithstanding anything to the contrary in this Section 2.1, the Guarantor’s liability in respect of any of the to guarantee a Company’s Obligations shall not exceed the liability of Clean Technologies II such Company with respect to such its Obligations under the terms of the Transaction Documents; provided, howeverthat, that such cap on notwithstanding the foregoing provisions of this paragraph, or any other provisions hereof to the contrary, (a) the Guarantor’s liability for the Obligations shall not apply to reasonable costs, be reduced by the amount of any costs and expenses and fees (including reasonable legal fees and disbursements) in excess of such maximum liability incurred recovered or recoverable by the Guaranteed Party under Section 2.1(b), and (b) if a Company’s liability in connection with enforcing this Guarantyrespect of its 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 Company’s Obligations hereunder.

Irrevocable Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, to the Guaranteed Party and each of its successors, permitted indorsees, permitted transferees and permitted assigns that all monetary Guaranteed Obligations will be promptly paid in full, in DollarsUnited States dollars, when due and performed, in accordance with the provisions of the Transaction Guaranteed Documents, subject to the other provisions of this Guaranty. Without limiting the foregoing: (a) If for any reason any sums stated in the Transaction Documents to be payable by Clean Technologies II, or any part thereof, shall Guaranteed Obligation that is a payment obligation has not be been paid promptly when due, then in each such instance upon written demand of payment made by the Guaranteed Party to the Guarantor, the Guarantor shall pay the same or otherwise cause the same to or for the benefit of the Guaranteed Party and be paid in accordance with the provisions of the Transaction Documentsapplicable Guaranteed Document. (b) If for any reason any Guaranteed Obligation that is a performance obligation has not been performed promptly when due, then in each such instance upon written demand of performance made by the Guaranteed Party to the Guarantor, the Guarantor shall perform the same or otherwise cause the same to be performed in accordance with the applicable Guaranteed Document. (c) Whether or not legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party, upon Party on written demand, demand for all reasonable attorneys’ fees and disbursements and all other reasonable costs and expenses incurred by the Guaranteed Party in successfully enforcing its rights under this Guaranty. 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 any payment or performance of (or to cause the payment or performance of) Guaranteed Obligations under Section 2.1(a) or (b) of this Guaranty. Notwithstanding anything to the contrary in this Section 2.1, the Guarantor’s liability in respect of any of the Obligations shall not exceed the liability of Clean Technologies II with respect to such Obligations under the Transaction Documents; provided, however, that such cap on liability shall not apply to reasonable costs, expenses and fees (including reasonable legal fees and disbursements) in excess of such maximum liability incurred by the Guaranteed Party in connection with enforcing this Guaranty.

Irrevocable Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, to the Guaranteed Party and each of its successors, permitted indorsees, permitted transferees and permitted assigns that all monetary Guaranteed Obligations will be promptly paid in full, in DollarsUnited States dollars, when due in accordance with herewith, subject to the other provisions of this Guaranty. (b) Without limiting the Transaction Documents. If foregoing, if for any reason any sums stated in the Transaction Documents to be payable by Clean Technologies II, or any part thereof, shall Guaranteed Obligation has not be been paid promptly when due, then in each such instance upon written demand of payment made by the Guaranteed Party (acting at the written direction of the Required Creditors) to the Guarantor, the Guarantor shall pay the same or otherwise cause the same to or for the benefit of the Guaranteed Party and be paid in accordance with the provisions of the Transaction Documents. (b) herewith. Whether or not legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party, upon Party on written demand, demand for all reasonable attorneys’ fees fees, expenses and disbursements and all other reasonable fees, costs and expenses incurred by the Guaranteed Party in successfully enforcing its rights under this Guaranty. 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 fees, costs or expenses, it is finally adjudicated by a court of competent jurisdiction that the Guarantor is not liable to make any payment of the applicable Guaranteed Obligations under Section 2.1(a) of this Guaranty. Notwithstanding anything . (c) The Guarantor may fulfill its obligations under this Guaranty in any reasonable manner permitted under the Microsoft NPA or the Shareholder NPA, as applicable, including (i) by making sufficient equity contributions to the contrary in this Section 2.1, Company and causing the Guarantor’s liability in respect of any Company to pay directly the applicable Guaranteed Obligations with such contributions or (ii) making direct payment of the Guaranteed Obligations shall not exceed to the liability of Clean Technologies II with respect to such Obligations under the Transaction Documentsapplicable payee; provided, however, that such cap on liability Guarantor’s selection of the manner it wishes to fulfill its obligations shall not apply to reasonable costs, expenses and fees (including reasonable legal fees and disbursements) in excess no event delay payment of such maximum liability incurred by the Guaranteed Party in connection with enforcing this GuarantyObligations when such amounts are due and owing.

Irrevocable Guaranty. (a) The Upon the occurrence of any Event of Default under the Loan Agreement or any other Loan Document, Guarantor hereby unconditionally and irrevocably guarantees agrees, on demand by Lender, to pay all Secured Obligations (as defined in the Loan Agreement) regardless of any defense, right of set-off or claims which Borrower, Guarantor or any other party under the Loan Documents may have against Lender, subject only to the Guaranteed Party and each of its successors, permitted indorsees, permitted transferees and permitted assigns that all monetary Obligations will be promptly paid limitations set forth in full, in Dollars, when due in accordance with the provisions of the Transaction Documents. If for any reason any sums stated in the Transaction Documents to be payable by Clean Technologies II, or any part thereof, shall not be paid promptly when due, then in each such instance upon written demand of payment made by the Guaranteed Party to the Guarantor, the Guarantor shall pay the same to or for the benefit of the Guaranteed Party and in accordance with the provisions of the Transaction DocumentsSection 1(b). (b) Whether This is an absolute, irrevocable, present and continuing guaranty of payment of the Guarantor's Obligations and not of collection. (c) The obligations of Guarantor hereunder are independent of the obligations of Borrower and any other Loan Party and a separate action or not legal actions may be brought or prosecuted against Guarantor, whether any action is instituted, the Guarantor agrees to reimburse the Guaranteed Party, upon written demand, for all reasonable attorneys’ fees and disbursements and all brought against Borrower or any other reasonable costs and expenses incurred by the Guaranteed Loan Party in successfully enforcing its rights under this Guaranty. Notwithstanding the foregoing, the Guarantor shall have no obligation to pay or whether Borrower or any such costs or expenses if, other Loan Party is joined in any action or proceeding brought by the Guaranteed Party giving rise actions. In any action 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 any payment under Section 2.1(a) of enforce this Guaranty. Notwithstanding anything , Lender, at its election, may proceed against Guarantor, with or without: (i) joining Borrower or any other Loan Party in any such action; (ii) commencing any action against or obtaining any judgment against Borrower or any other Loan Party; or (iii) commencing any proceeding to enforce the contrary in this Section 2.1Note, or the Guarantor’s liability in respect of Loan Agreement or to realize upon the Property or any of the Obligations other Collateral; provided however, nothing herein contained shall preclude Lender from suing on the Note and the Loan Agreement or foreclosing the Loan Documents or from exercising any other rights, remedies or power under any Loan Document, and if such foreclosure or other rights, powers or remedies are availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the Secured Obligations. Lender shall not exceed be required to institute or prosecute proceedings to recover any deficiency as a condition of any payment hereunder or enforcement hereof. Nevertheless, in the liability event Lender elects to pursue its remedies under any one or more of Clean Technologies II with respect the other Loan Documents and any disposition of the Collateral or any part thereof results in a deficiency, Guarantor hereby further promises and agrees to immediately pay to Lender the amount of such Obligations under deficiency, subject to the Transaction Documents; providedlimitation set forth in Section 1(b). At any sale of any security or Collateral for the Loan, howeverwhether by foreclosure or otherwise, that Lender may, at its discretion, purchase all or any part of such cap on liability security or Collateral offered for sale for its own account, and may apply against the amount bid therefor the unpaid balance or any part thereof to the Secured Obligations. (d) The obligations and liabilities of Guarantor hereunder shall not apply be diminished or offset by any payment by Guarantor under any other agreement, document, or instrument by Guarantor in favor of Lender, including but not limited to reasonable coststhe Environmental Indemnity Agreement, expenses and fees (including reasonable legal fees and disbursements) executed by Guarantor in excess favor of such maximum liability incurred by the Guaranteed Party in connection with enforcing this GuarantyLender concurrently herewith.

Irrevocable Guaranty. (a) The Guarantor hereby unconditionally This is an absolute, irrevocable, present and irrevocably guarantees to the Guaranteed Party and each of its successors, permitted indorsees, permitted transferees and permitted assigns that all monetary Obligations will be promptly paid in full, in Dollars, when due in accordance with the provisions of the Transaction Documents. If for any reason any sums stated in the Transaction Documents to be payable by Clean Technologies II, or any part thereof, shall not be paid promptly when due, then in each such instance upon written demand continuing guaranty of payment made by the Guaranteed Party to the Guarantor, the Guarantor shall pay the same to or for the benefit and not of the Guaranteed Party and in accordance with the provisions of the Transaction Documentscollection. (b) Whether The obligations of Guarantor hereunder are independent of and in addition to the obligations of Borrower and any other Loan Party under the Completion Guaranty, the Environmental Indemnity Agreement or not legal any other Loan Document and a separate action or actions may be brought or prosecuted against Guarantor, whether any action is instituted, the Guarantor agrees to reimburse the Guaranteed Party, upon written demand, for all reasonable attorneys’ fees and disbursements and all brought against Borrower or any other reasonable costs and expenses incurred by the Guaranteed Loan Party in successfully enforcing its rights under this Guaranty. Notwithstanding the foregoing, the Guarantor shall have no obligation to pay or whether Borrower or any such costs or expenses if, other Loan Party is joined in any action or proceeding brought by the Guaranteed Party giving rise actions. In any action 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 any payment under Section 2.1(a) of enforce this Guaranty. Notwithstanding anything , Lender, at its election, may proceed against Guarantor, with or without: (i) joining Borrower or any other Loan Party in any such action; (ii) commencing any action against or obtaining any judgment against Borrower or any other Loan Party; or (iii) commencing any proceeding to enforce the contrary in this Section 2.1, Note or the Guarantor’s liability in respect of Loan Agreement or to realize upon all or any part of the Obligations shall not exceed the liability of Clean Technologies II with respect to such Obligations under the Transaction DocumentsProperty; provided, however, that nothing herein contained shall preclude Lender from suing on the Note and the Loan Agreement or foreclosing the Loan Documents or from exercising any other rights, remedies or power under the Completion Guaranty, the Environmental Indemnity Agreement or any Loan Document, and if such cap on liability foreclosure or other rights, powers or remedies are availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the Secured Obligations. Lender shall not apply be required to reasonable costsinstitute or prosecute proceedings to recover any deficiency as a condition of any payment hereunder or enforcement hereof. Nevertheless, expenses in the event Lender elects to pursue its remedies under any one or more of the other Loan Documents and fees (including reasonable legal fees any disposition of the Property or any part thereof results in a deficiency, Guarantor hereby further promises and disbursements) in excess agrees to immediately pay to Lender the amount of such maximum liability incurred deficiency. At any sale of the Property, whether by foreclosure or otherwise, Lender may, at its discretion, purchase all or any part of such the Guaranteed Party Property, offered for sale for its own account, and may apply against the amount bid therefor the unpaid balance or any part thereof to the Secured Obligations. (c) The obligations and liabilities of Guarantor hereunder shall not be diminished or offset by any payment by Guarantor under any other agreement, document, or instrument entered into by Guarantor in connection with enforcing this Guarantyfavor of Lender.

Irrevocable Guaranty. (a) The Guarantor hereby unconditionally This is an absolute, irrevocable, present and irrevocably guarantees to the Guaranteed Party and each of its successors, permitted indorsees, permitted transferees and permitted assigns that all monetary Obligations will be promptly paid in full, in Dollars, when due in accordance with the provisions of the Transaction Documents. If for any reason any sums stated in the Transaction Documents to be payable by Clean Technologies II, or any part thereof, shall not be paid promptly when due, then in each such instance upon written demand continuing guaranty of payment made by the Guaranteed Party to the Guarantor, the Guarantor shall pay the same to or for the benefit and performance of the Guaranteed Party Obligations and in accordance with the provisions not of the Transaction Documentscollection. (b) Whether The obligations of Guarantor hereunder are independent of and in addition to the obligations of Guarantor, Borrower and any other Loan Party under the Environmental Indemnity Agreement, the Limited Guaranty, or not legal any other Loan Document and a separate action or actions may be brought or prosecuted against Guarantor, whether any action is instituted, the Guarantor agrees to reimburse the Guaranteed Party, upon written demand, for all reasonable attorneys’ fees and disbursements and all brought against Borrower or any other reasonable costs and expenses incurred by the Guaranteed Loan Party in successfully enforcing its rights under this Guaranty. Notwithstanding the foregoing, the Guarantor shall have no obligation to pay or whether Borrower or any such costs or expenses if, other Loan Party is joined in any action or actions. In any action to enforce this Completion Guaranty, Lender, at its election, may proceed against Guarantor, with or without: (i) joining Borrower or any other Loan Party in any such action; (ii) commencing any action against or obtaining any judgment against Borrower or any other Loan Party; or (iii) commencing any proceeding brought by to enforce the Guaranteed Party giving rise Note or the Loan Agreement or to a demand for payment of such costs realize upon all or expenses, it is finally adjudicated by a court of competent jurisdiction that the Guarantor is not liable to make any payment under Section 2.1(a) of this Guaranty. Notwithstanding anything to the contrary in this Section 2.1, the Guarantor’s liability in respect of any part of the Obligations shall not exceed the liability of Clean Technologies II with respect to such Obligations under the Transaction DocumentsProperty; provided, however, that nothing herein contained shall preclude Lender from suing on the Note and the Loan Agreement or foreclosing the Loan Documents or from exercising any other rights, remedies or power under the Environmental Indemnity Agreement, the Limited Guaranty, or any Loan Document, and if such cap on liability foreclosure or other rights, powers or remedies are availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the Secured Obligations. Lender shall not apply be required to reasonable costsinstitute or prosecute proceedings to recover any deficiency as a condition of any payment hereunder or enforcement hereof. At any sale of the Property, expenses and fees (including reasonable legal fees and disbursements) in excess whether by foreclosure or otherwise, Lender may, at its discretion, purchase all or any part of such maximum liability incurred the Property, offered for sale for its own account, and may apply against the amount bid therefor the unpaid balance or any part thereof to the Secured Obligations. (c) The obligations and liabilities of Guarantor hereunder shall not be diminished or offset by any payment by Guarantor under any other agreement, document, or instrument entered into by Guarantor in favor of Lender, including, without limitation, the Guaranteed Party in connection with enforcing this GuarantyLimited Guaranty and the Environmental Indemnity Agreement.