Joint Guarantee Sample Clauses

Joint Guarantee. The Guarantor hereby unconditionally and irrevocably agrees to provide joint guarantee to the Borrower, assuming joint and several liabilities for the Borrower’s debts under this Agreement and fees incurred by the Agent and the Banks in exercising or preserving their rights under this Agreement (for the purpose of this Article 9, such debts and fees are collectively referred to as the “Liabilities”). To the maximum extent permitted by applicable laws, the Guarantor agrees, represents and confirms as follows: 9.1. If the Borrower fails to repay any Liabilities on due date, upon notice by the Agent, the Guarantor shall immediately deposit to the account designated by the Agent an amount equal to the Liabilities payable under the guarantee, plus applicable interest calculated based on the Default Rate for a period from the due date of the default amount to the date of actual repayment of such amount and corresponding default penalty; The amount to be paid by the Guarantor shall be subject to evidence provided by the Banks with respect to the unpaid due Liabilities of the Borrower. 9.2. The Guarantor hereby agrees to (a) exempt the Agent and the Banks from the obligations of preparing any pretest, reminder or any other notice with respect to the notes, and (b) waive the benefit of discussion, so that the Agent and the Banks do not need to first claim against the Borrower or securities provided under the facility agreement or other documents. The Guarantor represents that it is not a guarantor in the capacity of director, supervisor or other representative of the Borrower, therefore, Article 753-1 of the Civil Code does not apply to the obligations of the Guarantor under this Agreement. 9.3. The obligation of joint guarantee hereunder shall not be released or affected in any way for any reason whatsoever (including without limitation, with respect to the borrower, bankruptcy, reconciliation under bankruptcy law, reorganization, liquidation, wind up or other legal proceedings), unless and until the Liabilities have been paid off by the Borrower or the Guarantor. 9.4. The Guarantor shall not claim against the Borrower for any Liabilities it repaid on behalf of the Borrower or enforce any right or security under the guarantee provided herein before the paying off of the Liabilities under this Facility; the Guarantor agrees that, in any case, its claim against the Borrower shall be subordinated to the claims of the Agent and the Banks against the Borrower. 9.5. The...
Sample 1
Joint Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to Executive the prompt and complete payment and performance by the Company when due of the Obligations. (ii) Each of TMNA and Mmobuosi, as the largest shareholder of the Company and the controlling beneficial owner of TMNA, hereby acknowledge sufficient consideration for the guarantee herein provided. (iii) In connection with the foregoing, in the event that any part of the Separation Payment (as such term is defined in the Separation Agreement) is not paid on the date it is due, the Executive shall have the right, but not the obligation, upon five (5) business days written notice to the Company, to require Guarantors, on a joint and several basis, to deliver to the Executive a number of shares of common stock of the Company calculated by reference to such unpaid Separation Payment. The exercise of the guaranty shall be irrevocable as to the Executive, the Company and the Guarantors, and the Company may not, from and after such notice, cure such default by making payment of the applicable portion of the Separation Payment. Any legends recorded on the shares (or any certificates reflecting such shares) to be delivered pursuant to this Section 2(a)(iii) shall be removed prior to such delivery. For purposes of this Section 2(a)(iii), the number of such shares shall be determined by reference to the lower price of: (1) One-Half (½) of the volume-weighted average trading price of the Company’s shares for the five-day period prior the date of notice provided in this Section 2(a)(iii); or (2) Fifty Cents ($0.50). (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full. Guarantors shall not sell, gift, transfer, pledge, mortgage, hypothecate or otherwise dispose of or alienate any interest in any shares currently held by them until Seller has received the full amount of the Purchase Price (including, for the avoidance of doubt, any shares delivered pursuant to one or more exercises by the Executive of this Guarantee). In order to verify compliance with the provisions of this clause (iv), Guarantors shall provide to the Executive, upon request, account statements, book statements, or other documents verifying Guarantor’s continued ownership of their shares until such time as the Purchase Pr...
Sample 1
Joint Guarantee. For the debts guaranteed by the Guarantor, if the principal debtor fails to perform the contract, the Guarantor shall be responsible for repaying all such debt amounts and shall agree to the following: 1. The Bank does not need to seek repayments from the collateral first before it is entitled to claim directly against the Guarantor. 2. After the Guarantor has paid off all the debts on behalf of the principal debtor and requests the collateral to be returned to the Guarantor in accordance to the law, the Guarantor shall not object over any defect on the collateral. 3. The Guarantor shall not terminate the guarantee unless under the terms of this Agreement; however, the guarantee debts before the termination shall not be waived, and the guarantee responsibility shall not be waived upon the occurrence of any change in the position, status, and qualifications. An exception applies when the Bank believes that it is necessary based on an application or other specific facts, upon written notice, one or multiple Guarantors should be waived or removed from its guarantor responsibility, however, the other Guarantors shall still be fully liable for the debts borne by the principal debtor. 4. If a third party jointly bears the debts of the principal debtor, the Guarantor shall still be liable to bear joint and several liability.
Sample 1
Joint Guarantee. The Lenders, in the way they are represented, accept, by this act, the joint guarantee, constituted, in compliance of the obligations assumed by the Borrower in this Public Deed, by PLYMOUTH RUBBER COMPANY, INC. a U.S. Corporation incorporated under the Laws of the Commonwealth of Massachusetts, domiciled in Canton, Massachusetts, 000 Xxxxxx Xxxxxx XX 00000, and duly registered at the Commonwealth of Massachusetts (USA). The guarantee is extended to any and all the obligations of the borrower contemplated in the present agreement. The guarantee shall remain in force for as long as the obligations it guarantees have not been totally canceled. The guarantors hereby expressly accept, in all their effects, all the extensions of the payment periods or all other payment facilities which the lending institutions may grant to the borrower.
Sample 1
Joint Guarantee. The Guarantors jointly and severally, unconditionally and irrevocably guarantee in respect of all Lenders, the full and punctual compliance with all payment obligations (whether principal, ordinary interest, late interest, fees, indemnities, expenses or any other item) assumed by the Borrower under this Contract, in the terms set out in this Stipulation. 26.1.1. The Guarantors constitute this joint and several, irrevocable guarantee in favour of the Lenders in respect of the borrower and amongst themselves, pursuant to article 1822 of the Civil Code. The joint and several nature of this guarantee is likewise understood to be pursuant to the terms of article 1837 of the Civil Code. 26.1.2. The Lenders or the Agent, depending on who is responsible pursuant to the terms of section 26.1.3, may demand the fulfilment of the Guaranteed Obligations directly from the Guarantors according to article 1144 of the Civil Code and without the need to first make a claim to the Borrower or to make a joint claim to the Borrower and/or the Guarantors.
Sample 1
Joint Guarantee. NeoPhotonics Corporation shall jointly guarantee the purchase payment obligation of Purchaser stipulated in this Agreement. As proof of the above agreement between the parties to this Agreement, two agreements shall be prepared, each then signed and stamped by Seller and Purchaser, and each party shall retain one copy thereof. January 18, 2013 Seller: 000-0 Xxxxxxx Xxxxxxx-Xxx, Hachioji, Tokyo Lapis Semiconductor Co., Ltd. Representative Director: Xxxxxxx Xxxxx Purchaser: Hachioji Xxxxx-xxx Center Building 9F 9-8 Xxxxx-xxx, Hachioji, Tokyo NeoPhotonics Semiconductor GK Representative Partner: NeoPhotonics Corporation Limited Representative: Xxxxxxx X. Xxxxx In accordance with the stipulations of Article 30, the following party shall jointly guarantee the purchase payment obligation of Purchaser and signs below as proof accordingly. Parent Company: NeoPhotonics Corporation Representative: Xxxxxxx X. Xxxxx Attachment 1 Land — 000-00 Xxxxxxx Xxxxxxx-Xxx, Hachioji, Tokyo (housing lot) 14,264.03 square meters Building — House number 550-9 Main building Research building U1 building Research RC structure 6 12607.2 Sign 1 Cylinder room New V building high-pressure gas container storage area Cylinder storage area RC structure 1 22.96 Sign 2 Cylinder room Warehouse Warehouse RC structure 1 43.03 Sign 3 Chemical storage area U1 building chemical storage area Warehouse S structure 1 212.5 Sign 4 Outdoor gas storage area U1 building outdoor gas storage area Warehouse RC structure 1 50.6 Sign 7 Water purifying room Second water purifying room Water purifying S structure 2 208 Attachment 2 a. Structural calculation documents currently held by Seller in relation to the building b. All past documents relating to the maintenance, management, and repair condition on the property c. All permits and licenses relating to the property d. Copy of the register relating to the real property e. Drawings and specifications currently held by Seller in relation to the building f. Drawings and structural drawings currently held by Seller in relation to the building g. All reports relating to environmental surveys concerning the property conducted before the Closing Date (including, but not limited to those concerning PCB and asbestos) h. Documents concerning neighboring or nearby vested interests that occurred before the Closing Date (if applicable) i. Certificate of verification of building construction currently held by Seller in relation to the building j. Certificate of inspection ...
Sample 1
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Related to Joint Guarantee

  • Parent Guarantee (a) Holdings hereby agrees to become a party to the Indenture as a Guarantor and in accordance with the amendments to the terms of the Indenture made in Section 2 of this Supplemental Indenture, to be substituted for STX as “Parent” under the Indenture, the Notes and the Parent Guarantee. Holdings shall have all of the rights and be subject to all of the obligations and agreements of Parent under the Indenture, the Notes and the Parent Guarantee. Holdings hereby unconditionally and irrevocably guarantees to each Holder and to the Trustee and its successors and assigns the Guaranteed Obligations in accordance with Article 10 of the Indenture. (b) Holdings further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from Holdings and that Holdings will remain bound by Article 10 of the Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. (c) Holdings waives presentation to, demand of, payment from and protest to Holdings of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Holdings waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of Holdings under the Parent Guarantee shall not be affected by: i. the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against Holdings or any other Person under this Indenture, the Notes or any other agreement or otherwise; ii. any extension or renewal of any thereof; iii. any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; iv. the release of any security held by any Holder or the Trustee for the obligations of any of them; v. the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or vi. except as set forth in Section 10.05 of the Indenture, any change in the ownership of Holdings. (d) Holdings further agrees that the Parent Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.02 and 10.05 of the Indenture, the obligations of Holdings under the Parent Guarantee shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, this Indenture, the Notes or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings under the Parent Guarantee shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Holdings or would otherwise operate as a discharge of Holdings as a matter of law or equity. (f) Holdings further agrees that the Parent Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or premium (if any) on or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against Holdings by virtue hereof, upon the failure of the Company to pay the principal of or premium (if any) on or interest on any Guaranteed Obligation when or to perform or comply with any other Guaranteed Obligation, Holdings hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. (h) Holdings further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Parent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by Holdings for the purposes of Section 10.01 of the Indenture. (i) Holdings also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under Section 10.01 of the Indenture.

  • Payment Guarantee 53.1. On Contracts where one hundred (100%) percent performance bonds and payment bonds are executed, this Article does not apply. 53.2. In the event the terms of this Contract do not require the Contractor to provide a payment bond or where the Contract does not require a payment bond for one hundred (100%) percent of the Contract price, the City shall, in accordance with the terms of this Article, guarantee payment of all lawful claims for: 53.2.1. Wages and compensation for labor performed and/or services rendered; and 53.2.2. Materials, equipment, and supplies provided, whether incorporated into the Work or not, when demands have been filed with the City as provided hereinafter by any person, firm, or corporation which furnished labor, material, equipment, supplies, or any combination thereof, in connection with the Work performed hereunder (hereinafter referred to as the “beneficiary”) at the direction of the City or the Contractor. 53.3. The provisions of Article 53.2 are subject to the following limitations and conditions: 53.3.1. If the Contractor provides a payment bond for a value that is less than one hundred (100%) percent of the value of the Contract Work, the payment bond provided by the Contractor shall be primary (and non-contributing) to the payment guarantee provided under this Article. 53.3.2. The guarantee is made for the benefit of all beneficiaries as defined in Article 53.2 provided that those beneficiaries strictly adhere to the terms and conditions of Articles 53.3.4 and 53.3.5. 53.3.3. Nothing in this Article shall prevent a beneficiary providing labor, services or material for the Work from suing the Contractor for any amounts due and owing the beneficiary by the Contractor. 53.3.4. Every person who has furnished labor or material, to the Contractor or to a Subcontractor of the Contractor, in the prosecution of the Work and who has not been paid in full therefor before the expiration of a period of ninety (90) Days after the date on which the last of the labor was performed or material was furnished by him/her for which the claim is made, shall have the right to sue on this payment guarantee in his/her own name for the amount, or the balance thereof, unpaid at the time of commencement of the action; provided, however, that a person having a direct contractual relationship with a Subcontractor of the Contractor but no contractual relationship express or implied with the Contractor shall not have a right of action upon the guarantee unless he/she shall have given written notice to the Contractor within one hundred twenty (120) Days from the date on which the last of the labor was performed or the last of the material was furnished, for which his/her claim is made, stating with substantial accuracy the amount claimed and the name of the party to whom the material was furnished or for whom the labor was performed. The notice shall be served by delivering the same personally to the Contractor or by mailing the same by registered mail, postage prepaid, in an envelope addressed to the Contractor at any place where it maintains an office or conducts its business; provided, however, that where such notice is actually received by the Contractor by other means, such notice shall be deemed sufficient. 53.3.5. Except as provided in Labor Law Section 220-g, no action on this payment guarantee shall be commenced after the expiration of the one-year limitations period set forth in Section 137(4)(b) of the State Finance Law. 53.3.6. The Contractor shall promptly forward to the City any notice or demand received pursuant to Article 53. 3.4. The Contractor shall inform the City of any defenses to the notice or demand and shall forward to the City any documents the City requests concerning the notice or demand.

  • Parent Guaranty (a) Parent hereby, subject to the limitations set forth in this Article IX, unconditionally and irrevocably guarantees (the “Parent Guaranty”) by way of an independent obligation to Buyer the due and punctual performance of the obligations of Seller under this Agreement to the extent to be performed from or after the closing of the Rite Aid Acquisition when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Seller Obligations”). (b) Notwithstanding anything to the contrary herein, following the Rite Aid Closing Buyer shall, prior to bringing any Action against Parent with respect to the Seller Obligations or otherwise seeking any recourse with respect thereto, use commercially reasonable efforts to seek resolution against Seller with respect to the subject matter giving rise to such Action, and provided that Buyer has made such efforts: (i) Parent waives any and all notice of the creation, renewal, extension or accrual of the Seller Obligations, any defenses (other than those that may be available to Seller under this Agreement) and notice of or proof of reliance by Buyer upon this Parent Guaranty or acceptance of this Parent Guaranty. The Seller Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty. All dealings between Buyer and Seller shall be conclusively presumed to have been had or consummated in reliance upon this Parent Guaranty. Parent agrees that any notice provided under this Agreement (including any demand for payment or notice of default or non-payment) to Seller shall be deemed to constitute notice to Parent for purposes hereof; and (ii) this is a guaranty of payment, not merely of collection. If for any reason whatsoever Seller shall fail or be unable to perform or comply with the Seller Obligations, Parent will promptly upon receipt of notice thereof from Buyer forthwith perform the Seller Obligations then obligated. (c) Parent represents that: (i) Parent has full right, authority and capacity to join in this Agreement and provide the guaranty as set forth in this Section 9.09; (ii) the execution, delivery and performance by Parent of this Agreement has been duly authorized, and no other action on the part of Parent is required in connection therewith; and (iii) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

  • Subsidiary Guarantee For value received, each of the Subsidiary Guarantors named (or deemed herein to be named) below hereby jointly and severally fully and unconditionally guarantees to the Holder of the Security upon which this Subsidiary Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, offer to purchase or otherwise, according to the terms thereof and of the Indenture referred to therein and to cover all the rights of the Trustee under Section 607. In case of the failure of the Company punctually to make any such payment, each of the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, offer to purchase or otherwise, and as if such payment were made by the Company. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Security or the Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any other guarantor, or any consent to departure from any requirement of any other guarantee of all or of any of the Securities of this series, or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such release, amendment, waiver or indulgence shall, without the consent of such Subsidiary Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or alter the Stated Maturity thereof. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default with respect to Securities of this series, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities of this series, to collect interest on the Securities of this series, or to enforce or exercise any other right or remedy with respect to the Securities of this series, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No reference herein to the Indenture and no provision of this Subsidiary Guarantee or of the Indenture shall alter or impair the Subsidiary Guarantee of any Subsidiary Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which this Subsidiary Guarantee is endorsed. Each Subsidiary Guarantor shall be subrogated to all rights of the Holder of this Security against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of this Security pursuant to the provisions of its Subsidiary Guarantee or the Indenture; provided, however, that such Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on this Security and all other Securities of this series issued under the Indenture shall have been paid in full. This Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities of this series is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Securities of this series, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities of this series shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Subsidiary Guarantors or any particular Subsidiary Guarantor shall be released from this Subsidiary Guarantee upon the terms and subject to certain conditions provided in the Indenture. By delivery to the Trustee of a supplement to the Indenture referred to in the Security upon which this Subsidiary Guarantee is endorsed in accordance with the terms of the Indenture, each Person that becomes a Subsidiary Guarantor after the date of first issuance of the Securities of this series will be deemed to have executed and delivered this Subsidiary Guarantee for the benefit of the Holder of the Security upon which this Subsidiary Guarantee is endorsed with the same effect as if such Subsidiary Guarantor were named below and had executed and delivered this Subsidiary Guarantee. All terms used in this Subsidiary Guarantee which are defined in the Indenture shall have the meanings assigned to them in such Indenture. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Subsidiary Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. Reference is made to the Indenture for further provisions with respect to this Subsidiary Guarantee. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

  • The Guarantee Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

  • Guarantee The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

  • Financial Guarantee 30.1 By derogation from article 30 of the General Conditions, no pre-financing guarantee is required.

  • Guarantee Agreement By executing and delivering this Assumption Agreement, the Successor Guarantor, as provided in Section 3.12 of the Guarantee Agreement, hereby becomes a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder.

  • Limited Guarantee Each Guarantor hereby guarantees, severally and not jointly, and not jointly and severally, to the Guaranteed Party, on the terms and subject to the conditions set forth herein, the due and punctual payment and performance of a portion of Parent’s or Merger Sub’s obligation to pay to the Guaranteed Party (a) the Parent Termination Fee pursuant to Section 8.4 of the Merger Agreement, (b) the indemnification and reimbursement obligations owing to the Company, its Subsidiaries and their respective Representatives under Section 6.19(i) of the Merger Agreement, and (c) damages for Fraud or Willful Breach by Parent or Merger Sub in accordance with and subject to Section 8.2(a) of the Merger Agreement (clauses (a), (b) and (c), collectively, the “Guaranteed Obligations”), on the terms and subject to the conditions set forth in the Merger Agreement and herein, in an amount equal to the percentage of the Maximum Aggregate Amount (as defined below) set forth opposite such Guarantor’s name on Exhibit A hereto (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount”); provided that the maximum liability of each Guarantor hereunder shall not exceed such Guarantor’s Maximum Guarantor Amount and the maximum aggregate liability of the Guarantors hereunder shall not exceed $66,597,220.70 (the “Maximum Aggregate Amount”), it being understood and agreed that this Limited Guarantee may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount. The Guaranteed Party hereby agrees that the Guarantors shall in no event be required to pay to any Person or Persons in the aggregate more than the Maximum Aggregate Amount (and that no Guarantor shall be required to pay to any Person or Persons in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, in respect of, or in connection with this Limited Guarantee or the Merger Agreement, and no Guarantor shall have any obligation or liability to any Person under this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. Notwithstanding anything to the contrary contained in this Limited Guarantee or in the Merger Agreement, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved of all or any portion of the Guaranteed Obligations by satisfaction thereof on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, each Guarantor shall be similarly relieved, to such extent, of its respective obligations under this Limited Guarantee.

  • Subsidiary Guaranty The Subsidiary Guaranty shall have been duly authorized, executed and delivered by each Subsidiary Guarantor, shall constitute the legal, valid and binding contract and agreement of each Subsidiary Guarantor and such Purchaser shall have received a true, correct and complete copy thereof.

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