Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows: (a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral; (b) this Guaranty is a guaranty of payment when due and not merely of collectibility; (c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default; (d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events: (i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person; (ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person; (iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral; (v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents; (vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral; (vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person; (viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations; (ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and (x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 3 contracts
Samples: Credit Agreement (Flex Ltd.), Credit Agreement (Flextronics International Ltd.), Credit Agreement (Flextronics International Ltd.)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Authority may enforce this Guaranty upon the occurrence and during of a breach by the continuance Contractor of an Event any of Default the Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties Authority and any Designated Borrower the Contractor with respect to the existence of such Event of Default;
(d) the a breach. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may do any of the following:
i. With respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations
ii. Settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto,
iii. Request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations,
iv. Release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Person with respect to the Guaranteed Party’s interests Obligations,
v. Enforce and apply any security hereafter held by or for the benefit of the Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Authority may have against any such security, as the Authority in its discretion may determine, and
vi. Exercise any other rights available to it under the Contract. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateralfollowing, whether or not Guarantor will have had notice or knowledge of any of them:
i. Any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Contract, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement or instrument relating thereto;
(v) ii. Any modification, agreement or stipulation between the Contractor and Authority or their respective successors and assigns, with respect to the Contract or the Guaranteed Obligations; or any claimconsent to departure from, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documentsterms or provisions (including without limitation provisions relating to events of default) of the Contract or any agreement or instrument executed pursuant thereto;
(vi) any Guaranteed Partyiii. The Authority’s amendmentconsent to the change, modification, renewal, extension, cancellation reorganization or surrender termination of any Loan Document, any Guaranteed Obligations, the corporate structure or any Collateral, or any Guaranteed Party’s exchange, release, or waiver existence of any Collateralthe Contractor;
(vii) any Guaranteed Party’s exercise iv. Any set-offs or nonexercise counterclaims that the Contractor may allege or assert against the Authority in respect of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of v. Any failure to enforce the Guaranteed Obligations or any failure to perfect of the terms, covenants or conditions contained in any of the Liens of the Guaranteed Parties thereon Contract or therein; andany modification thereof;
(x) any other guaranty, whether vi. Any waiver by the Guarantor or any other Person, of all or any part Authority of the Guaranteed Obligations that is not in writing and signed by the authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said waiver;
vii. Any release of the Contractor from liability that is not in writing and signed by the Authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said release; or
viii. Any other act or thing or omission, or delay to do any other indebtednessact or thing, obligations which may or liabilities of might in any Designated Borrower manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed PartyObligations.
Appears in 2 contracts
Samples: Standard Agreement, Standard Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be 2.1 TBC agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional, unconditional and shall not be affected by any circumstance which might constitute constitutes a legal or equitable discharge of a guarantor or surety or guarantor other than the indefeasible payment and performance in full of all the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor TBC agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) that this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of binding upon TBC and its successors and assigns until all the Guaranteed Obligations have been satisfied in full. TBC agrees that the release or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transferdischarge, in whole or in part, or the bankruptcy, liquidation or dissolution of the Subject Subsidiary Borrower, shall not discharge or affect the liabilities of TBC hereunder.
2.2 TBC guarantees that the Guaranteed Obligations will be paid (to the fullest extent permitted by applicable law), strictly in accordance with the terms of the Credit Agreement and this Guaranty, regardless of any Guaranteed Party’s interests law, regulation or order now or hereafter in and effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Agent with respect thereto. The obligations of TBC under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against TBC to enforce this Guaranty, irrespective of whether any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of action is brought against the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Subject Subsidiary Borrower or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action Borrower or inaction in any Insolvency Proceeding related to whether the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral Subject Subsidiary Borrower or any other collateral securing Borrower is joined in any such action or actions. The liability of TBC under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and TBC hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.following:
Appears in 2 contracts
Samples: Credit Agreement (Boeing Capital Corp), Credit Agreement (Boeing Capital Corp)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
: (ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed PartyLender’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
collateral for any Guaranteed Obligations; (bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
; (ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
and (eiv) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party guarantor or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
Obligations; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party guarantor or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and rights under this Guaranty or the other Loan DocumentsGuaranty, including any Guaranteed Partyincluding, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and to any of collateral securing the Collateral;
Guaranteed Obligations; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver any of the Loan Documents;
Document or this Guaranty or any other document related thereto; (viF) any Guaranteed Party’s amendmentdirection of application of payment to Borrower, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerGuarantor, any other Loan Party guarantor or any other Person;
; and (viiiG) any Guaranteed PartyLender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 2 contracts
Samples: Loan Agreement (Fosun International LTD), Loan Agreement (Yu Dong)
Liability of Guarantor. The liability of the each Guarantor under this Guaranty Section 11.12 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed Party’s Person's exercise or enforcement of any remedy it may have against any Designated Borrower Holdings or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the such Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Holdings or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Holdings or any other Loan Party Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Holdings or any other Loan Party Guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Person's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated BorrowerHoldings, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s Person's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed Party’s Person's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viiiH) any Guaranteed Party’s Person's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;Proceeding; or
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyPerson.
Appears in 2 contracts
Samples: Credit Agreement (Building Materials Holding Corp), Credit Agreement (Building Materials Holding Corp)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any the Guaranteed Party’s Parties' exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any Collateralcollateral now or hereafter securing any of the Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding proceeding under any Debtor Relief Laws with respect to any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated the Borrower, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any of the Guaranteed Party’s Parties' interests in and rights under this Guaranty or the other Loan Credit Documents, including any the Guaranteed Party’s Parties' right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Credit Documents;
(viF) any the Guaranteed Party’s Parties' amendment, modification, renewal, extension, cancellation or surrender of any Loan Credit Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any the Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s Parties' vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding proceeding under any Debtor Relief Laws related to the Guaranteed Obligations;
(ixH) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated the Borrower to any the Guaranteed PartyParties.
Appears in 2 contracts
Samples: Credit Agreement (Arbitron Inc), Subsidiary Guaranty (Arbitron Inc)
Liability of Guarantor. Guarantor shall be liable as follows:
(i) The liability of the Guarantor under this Guaranty shall be irrevocablelimited to the maximum aggregate amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law.
(ii) This is a continuing guaranty relating to the Indebtedness, absolute, independent and unconditional, and including that arising under successive borrowing transactions by Huntway under the Letter of Credit Agreement which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty shall not be affected apply to any Indebtedness created after actual receipt by Collateral Agent of written notice of its revocation as to future transactions; provided, however, that any circumstance which might constitute a discharge such revocation shall not affect Guarantor's liability for the Indebtedness outstanding at the time of a surety receipt of such notice of any extension thereof or guarantor any other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance modification of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:time or manner of payment thereof following any such revocation.
(aiii) the Guarantor’s liability hereunder shall be the immediate, direct, and primary The obligation of the Guarantor hereunder shall be satisfied solely from collateral and proceeds thereof pledged by the Guarantor to secure its obligations hereunder and the Guarantor shall not otherwise be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateralliable therefor;
(iv) The foregoing maximum liabilities have no application or effect on liability under any other guaranties executed by Guarantor.
(v) The obligations hereunder are independent of the obligations of Huntway and the obligations of any other guarantor of the obligations of Huntway under the Financing Agreements, and a separate action or actions may be brought and prosecuted against Guarantor whether any action is brought against Huntway or any of such other guarantors or whether Huntway be joined in any such action or actions; and Guarantor waives all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty, and any legal or equitable discharge of its obligations hereunder and the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof.
(vi) Guarantor authorizes the Secured Parties, either before or after receipt of notice of Guarantor's revocation of this Guaranty, without notice or demand and without affecting its liability hereunder, from time to time to (a) renew, extend, accelerate or otherwise change the time for payment of the Indebtedness, or release, discharge, or accept or refuse any offer of performance with respect to, or substitutions for, or otherwise change the terms of the Indebtedness or any part thereof, or any agreement relating thereto; (b) take and hold security for the payment of this Guaranty is a guaranty of payment when due or the Indebtedness, and not merely of collectibility;
(c) enforce any such security consistent with the Guaranteed Parties may enforce this Guaranty upon the occurrence Intercreditor Agreement and during the continuance of an Event of Default notwithstanding the existence of any dispute between applicable security agreement or release, surrender, compromise, settle, waive, subordinate or modify, with or without consideration, any of the Guaranteed Parties and such security, any Designated Borrower other guaranties with respect to the existence Indebtedness, or any other obligation of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability other Person with respect to the Guaranteed Obligations Indebtedness or elect to foreclose on any security held by or for the benefit of the Secured Parties by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy the Secured Parties may have against Huntway or any security without affecting or impairing in any way the liability of Guarantor hereunder except to the extent the Indebtedness has been paid, even though any such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against Huntway or any security for the Indebtedness, and apply such security and direct the order or manner of sale thereof as the Secured Parties in their discretion may determine consistent with the Intercreditor Agreement and any applicable security agreement; and (c) release or substitute any one or more of the endorsers or guarantors.
(vii) This Guaranty shall remain in full force be valid and effect without regard to, enforceable and shall not be impaired or affected by, nor shall by the Guarantor be exonerated or discharged by, occurrence of any of the following events:
following, all whether or not Guarantor shall have had notice or knowledge of any of them: (ia) any Insolvency Proceeding with respect failure or omission to any Designated Borrower, the Guarantor, any other Loan Party enforce or any other Person;
(ii) any limitation, dischargeagreement not to enforce, or cessation the stay or enjoining by order of the liability of any Designated Borrowercourt, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule by operation of law, or any invalidity or unenforceability in whole or in part otherwise, of the exercise of any of the Guaranteed Obligations or the Loan Documents;
(iii) any mergerright, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right power or remedy with respect to the Indebtedness or any agreement relating thereto at any time, or with respect to any security for the payment of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
Indebtedness; (viiib) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.any
Appears in 2 contracts
Samples: Collateralized Note Indenture (Huntway Partners L P), Collateralized Note Indenture (Huntway Partners L P)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Partythe Bank’s exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any Collateralcollateral;
(b) this Guaranty is a guaranty of payment and performance when due and not merely of collectibilitycollectability;
(c) the Guaranteed Parties Bank may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties Bank and any Designated the Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding bankruptcy or insolvency proceeding with respect to any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated the Borrower, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Partythe Bank’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Partythe Bank’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Partythe Bank’s interests in and to any of the Collateralcollateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s the amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateralcollateral, or any Guaranteed Partythe Bank’s exchange, release, or waiver of any Collateralcollateral;
(vii) any Guaranteed Partythe Bank’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateralcollateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated the Borrower, Guarantor, any other Loan Party guarantor or any other Person;
(viii) any Guaranteed Partythe Bank’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding insolvency proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties Bank’s liens thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated the Borrower to any Guaranteed Partythe Bank.
Appears in 2 contracts
Samples: Credit Agreement (Stancorp Financial Group Inc), Credit Agreement (Stancorp Financial Group Inc)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Partythe Lender’s exercise or enforcement of any remedy it may have against the Obligor, any Designated Borrower other Credit Party or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibilitycollectability;
(ciii) the Guaranteed Parties Lender may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties Lender and any Designated Borrower the Obligor with respect to the existence of such Event of Default;
(div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
: (iA) any Insolvency Proceeding with respect to any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Finance Documents;
; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrowerthe Obligor, the Guarantor or any other Loan Credit Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Partythe Lender’s interests in and rights under this Guaranty or the other Loan Finance Documents, including any Guaranteed Partythe Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Partythe Lender’s interests in and to any of the Collateral;
; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Finance Documents;
; (viF) any Guaranteed Partythe Lender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Finance Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Partythe Lender’s exchange, release, or waiver of any Collateral;
; (viiG) any Guaranteed Partythe Lender’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Partythe Lender’s compromise, release, settlement or waiver with or of any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or any other Person;
; (viiiH) any Guaranteed Partythe Lender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
; (ixI) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Lender’s Liens of the Guaranteed Parties thereon or therein; and
and (xJ) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower the Obligor to any Guaranteed Partythe Lender.
Appears in 2 contracts
Samples: Guaranty, Guaranty (Invisa Inc)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Authority may enforce this Guaranty upon the occurrence and during of a breach by the continuance Contractor of an Event any of Default the Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties Authority and any Designated Borrower the Contractor with respect to the existence of such Event of Default;
(d) the a breach. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may do any of the following:
i. With respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations
ii. Settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto,
iii. Request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations,
iv. Release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Person with respect to the Guaranteed Party’s interests Obligations,
v. Enforce and apply any security hereafter held by or for the benefit of the Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Authority may have against any such security, as the Authority in its discretion may determine, and
vi. Exercise any other rights available to it under the Contract Documents. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateralfollowing, whether or not Guarantor will have had notice or knowledge of any of them:
i. Any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Contract Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement or instrument relating thereto;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, ii. Any modification, renewalagreement or stipulation between the Contractor and Authority or their respective successors and assigns, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including Contract Documents or the Guaranteed Obligations; or any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrowerconsent to departure from, any other Loan Party of the terms or provisions (including without limitation provisions relating to events of default) of the Contract Documents or any other Personagreement or instrument executed pursuant thereto;
(viii) any Guaranteed Partyiii. The Authority’s voteconsent to the change, claim, distribution, election, acceptance, action reorganization or inaction termination of the corporate structure or existence of the Contractor;
iv. Any set-offs or counterclaims that the Contractor may allege or assert against the Authority in any Insolvency Proceeding related to respect of the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of v. Any failure to enforce the Guaranteed Obligations or any failure to perfect of the terms, covenants or conditions contained in any of the Liens of the Guaranteed Parties thereon Contract Documents or therein; andany modification thereof;
(x) any other guaranty, whether vi. Any waiver by the Guarantor or any other Person, of all or any part Authority of the Guaranteed Obligations that is not in writing and signed by the authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said waiver;
vii. Any release of the Contractor from liability that is not in writing and signed by the Authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said release; or
viii. Any other act or thing or omission, or delay to do any other indebtednessact or thing, obligations which may or liabilities of might in any Designated Borrower manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed PartyObligations.
Appears in 2 contracts
Samples: Design Build Services Agreement, Design Build Services Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty guarantee of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default[Reserved];
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Guarantor or other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xix) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 2 contracts
Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Authority may enforce this Guaranty upon the occurrence and during of a breach by the continuance Contractor of an Event any of Default the Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties Authority and any Designated Borrower the Contractor with respect to the existence of such Event of Default;
(d) the a breach. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may do any of the following:
i. With respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations
ii. Settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto,
iii. Request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations,
iv. Release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;,
v. Enforce and apply any security hereafter held by or for the benefit of the Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Authority may have against any such security, as the Authority in its discretion may determine, and
vi. Exercise any other rights available to it under the Contract Documents. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (ix) any impairment or invalidity other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral following, whether or not Guarantor will have had notice or knowledge of any of them: i. Any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any other collateral securing any of right, power or remedy (whether arising under the Contract Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon agreement or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.instrument relating thereto;
Appears in 2 contracts
Samples: Design Build Services Agreement, Design Build Services Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties a. TxDOT may enforce this Guaranty upon the occurrence and during of a breach by DB Contractor of any of the continuance of an Event of Default Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties TxDOT and any Designated Borrower DB Contractor with respect to the existence of such Event of Default;a breach.
(d) the b. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed.
c. TxDOT, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) with respect to the financial obligations of DB Contractor, if and as permitted by the DBC, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force payment and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any performance of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;, (v) enforce and apply any security hereafter held by or for the benefit of TxDOT in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that TxDOT may have against any such security, as TxDOT, in its sole discretion, may determine, and (vi) exercise any other rights available to it under the Contract Documents.
d. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (ix) any impairment or invalidity other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral following, whether or not Guarantor will have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any other collateral securing any of right, power or remedy (whether arising under the Contract Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any failure agreement or instrument relating thereto; (ii) any rescission, waiver, amendment or modification of, or any consent to perfect departure from, any of the Liens terms or provisions (including without limitation provisions relating to events of default) of the Contract Documents or any agreement or instrument executed pursuant thereto; (iii) TxDOT’s consent to the change, reorganization or termination of the corporate structure or existence of DB Contractor; or (iv) any defenses, set-offs or counterclaims that DB Contractor may allege or assert against TxDOT in respect of the Guaranteed Parties thereon or therein; and
(x) any other guarantyObligations, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyexcept as provided in Section 21.
Appears in 2 contracts
Samples: Design Build Agreement, Design Build Agreement
Liability of Guarantor. The liability of the each Guarantor under this Guaranty Section 11.12 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed PartyPerson’s exercise or enforcement of any remedy it may have against any Designated Borrower Holdings or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the such Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Holdings or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Holdings or any other Loan Party Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Holdings or any other Loan Party Guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyPerson’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated BorrowerHoldings, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed PartyPerson’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed PartyPerson’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viiiH) any Guaranteed PartyPerson’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;Proceeding; or
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyPerson.
Appears in 2 contracts
Samples: Credit Agreement (Building Materials Holding Corp), Credit Agreement (Building Materials Holding Corp)
Liability of Guarantor. The liability of the each Guarantor under this Guaranty section 5 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(a) the such Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon the Agent's or any Guaranteed Party’s Lender's exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Agent and the Lenders may enforce this Guaranty section 5 upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of among the Guaranteed Parties Agent and the Lenders and any Designated Borrower with respect to the existence of such Event of Default;
(d) the such Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the such Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Borrower or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Borrower or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Borrower or any other Loan Party guarantor or other Person;
(iv) any assignment or other transfer, in whole or in part, of the Agent's or any Guaranteed Party’s Lender's interests in and rights under this Guaranty guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated Borrowerthe Borrowers, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) the Agent's or any Guaranteed Party’s Lender's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) the Agent's or any Guaranteed Party’s Lender's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other PersonCollateral;
(viii) the Agent's or any Guaranteed Party’s Lender's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or thereinProceeding; and
(xix) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower the Borrowers to any Guaranteed Partythe Agent or the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Ict Group Inc)
Liability of Guarantor. 2.1 The Guarantor shall be jointly and severally liable with the Tenant (whether before or after any disclaimer by a liquidator or trustee in bankruptcy or any forfeiture of this Lease) for the fulfilment of all the Tenant’s Covenants and agrees that the Landlord in the enforcement of its rights under this Lease may proceed against the Guarantor as if the Guarantor were named as the Tenant in this Lease and for the avoidance of doubt and without limitation the Guarantor shall pay to the Landlord within 5 Business Days of demand any costs incurred by the Landlord as specified in clause 3.4 of this Lease but in relation to or in contemplation of any enforcement of the Guarantor’s obligations in this Lease.
2.2 The Guarantor waives any right to require the Landlord to proceed against the Tenant or to pursue any other remedy whatsoever that may be available to the Landlord before proceeding against the Guarantor.
2.3 The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall Lease will not be affected by:
2.4 any time or indulgence granted to the Tenant by the Landlord or any circumstance which might constitute a discharge of a surety neglect or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance forbearance of the foregoing and without limiting Landlord in enforcing payment of the generality thereof, Rent or Additional Rents or compliance with the Guarantor agrees Tenant’s Covenants;
2.5 any refusal by the Landlord to accept Rent or Additional Rents tendered by or on behalf of the Tenant at a time when the Landlord believes that such acceptance may prejudice its ability to re-enter the Premises;
2.6 any variation of the terms of this Lease (including any reviews of the Rent) or any licence or consent granted to the Tenant or the transfer of the Landlord’s reversion or the assignment of this Lease save as follows:provided for in the 1995 Act;
2.7 any surrender of part of the Premises (a) when the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall continue in respect of the part of the Premises not be contingent upon so surrendered after making any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or necessary apportionments);
2.8 any other Personact, omission, or against any Collateral;
(b) thing by which but for this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall provision the Guarantor would be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole released wholly or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether except an express written release given by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyLandlord).
Appears in 1 contract
Samples: Lease (Viropharma Inc)
Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower or any other Personperson (including, without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any of debt, obligation or liability as provided in the Guaranteed Parties and any Designated Borrower with respect to Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the existence of such Event of Default;
(d) the Guarantor’s payment event of a portiondefault under the Loan Documents, but not allLender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eCollateral) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guarantor’s liability with respect indebtedness guaranteed hereby is partially paid by reason of the election of Lender to pursue any of the Guaranteed Obligations remedies available to Lender, or is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall remain liable for the entire remaining unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not be impaired seek or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party cause Borrower or any other Person;
(ii) any limitationperson or entity to seek a supplemental stay or other relief, dischargewhether injunctive or otherwise, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party pursuant to 11 U.S.C. §105 or any other Person for any Guaranteed Obligations due to any statuteprovision of the Bankruptcy Reform Act of 1978, regulation or rule of lawas amended, or any invalidity other debtor relief law (whether statutory, common law, case law or unenforceability in whole or in part otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Guaranteed Obligations Lender to enforce any rights of Lender against Guarantor or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure Collateral by virtue of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or otherwise. The obligations of Guarantor and the other Loan Documents, including any Guaranteed Party’s right rights of Lender hereunder are in addition to receive payment the obligations of Guarantor and the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, rights of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, Lender under any other Loan Party guaranty or other Person may have or assertindemnity agreement given by Guarantor to Lender in connection with the Loan, including any defense and payments made hereunder shall not reduce the liabilities and obligations of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, Guarantor under any other Loan Party such guaranty or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyindemnity agreement.
Appears in 1 contract
Samples: Unconditional Guaranty of Payment and Performance (Servidyne, Inc.)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be agrees that his obligations hereunder are irrevocable, absolute, independent and unconditional, unconditional and shall not be affected by any circumstance which might constitute constitutes a legal or equitable discharge of a guarantor or surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed the Obligations. In in furtherance of the foregoing and without limiting the generality thereofforegoing, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this This Guaranty is a guaranty of payment when due and performance and not merely of collectibility;collectibility and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Lease or the pursuit by Lessor of any remedies that it now has or may hereafter have under the Lease, at law, in equity or otherwise.
(cb) the Guaranteed Parties Lessor may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default under the Lease, notwithstanding (i) the existence of any dispute between any of the Guaranteed Parties Lessor and any Designated Borrower Lessee with respect to the existence existence'. of such an Event of Default;; (ii) any counterclaim, set-off or other claim which Lessee may allege against Lessor with respect thereto; or (iii) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, or any redelivery, repossession, surrender or other interruption or cessation in the use of, the Airship by the Lessee or any other person for any reason whatsoever (including, without limitation, any governmental prohibition or restriction, condemnation, requisition, seizure or any other act an the part of any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of a lease), whether or not resulting from accident and whether or not without fault on the part of the Lessee or any other person.
(c) The obligations of Guarantor hereunder are independent of the obligations of Lessee under the Lease, and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against Lessee or whether or not Lessee is joined in any such action or actions. Guarantor's liability under this Guaranty shall not be reduced by virtue of any partial payment or other performance by Lessee of any amount due or obligation owing under the Lease, except to the extent of any such payment that is not avoided or recovered directly or indirectly from Lessor as a preference, fraudulent transfer or otherwise, or by recourse to any collateral or security.
(d) the Guarantor’s 's payment or performance of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any that portion of the Guaranteed Obligations remaining unsatisfied; andwhich is not paid or performed. Without limiting the generality of the foregoing, if Lessor is awarded a judgment in any suit brought to enforce Guarantor's covenant. to pay or perform a portion of the Obligations, such judgment shall not be deemed to release Guarantor from his covenant to pay or perform the portion of the Obligations that is not the subject of such suit.
(e) Lessor, upon such terms as it deems appropriate, without notice or demand and without affecting Guarantor's liability hereunder, from time to time may (i) renew, extend, accelerate or otherwise change the Guarantor’s liability time, place, manner or terms of payment or performance of the Obligations; (ii) settle, compromise, release, discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Obligations or any agreement relating thereto and/or subordinate the payment of the same to payment of other obligations; (iii) take and hold security for the payment or performance of this Guaranty or the Obligations, and enforce any such security consistent with any applicable security agreement; (iv) release, surrender, exchange, compromise, settle, rescind, waive, subordinate or modify, any security for payment or performance of the Obligations, any other guaranties of the Obligations, or any other obligation of any Person with respect to the Guaranteed Obligations Obligations; (v) elect to abstain from repossessing the Airship or taking advantage of or realizing upon any security interests or other guaranty; (vi) elect to repossess the Airship or to foreclose on any security held by or for the benefit of Lessor by one or more judicial or nonjudicial sales or exercise any other right or remedy Lessor may have against Lessee, the Airship or any security, even though any such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against Lessee or any security for the Obligations; (vii) re-lease or sell the Airship or apply any security and direct the order or manner of sale thereof as Lessor in its discretion may determine consistent with the Lease and any applicable security agreement; (viii) release or substitute any one or more endorsers or guarantors of the Obligations; and (ix) exercise any rights available to it under the Lease.
(t) This Guaranty shall remain in full force be valid and effect without regard to, enforceable and shall not be impaired or affected by, nor shall by the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part occurrence of any of the Guaranteed Obligations following, whether or not Guarantor shall have had notice or knowledge of any of them: (i.) any failure or omission to enforce or agreement not to enforce, or the Loan Documents;
(iii) any mergerstay or enjoining by order of court, acquisitionby operation of law or otherwise, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantorexercise of, any other Loan Party or other Person;
(iv) any assignment or other transferright, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right power or remedy with respect to the obligations or any agreement relating thereto, or with respect to any security for the payment or performance of the CollateralObligations; (ii) any amendment or waiver, including whether or not in accordance with the terms of the Lease, of any Guaranteed Party’s compromiseright, release, settlement power or waiver with remedy or of any Designated Borrower, any other Loan Party default with respect to the obligations or any agreement relating thereto, or with respect to any security for the obligations; (iii) the obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other Person;
than payments received pursuant to the payment of indebtedness other than the Obligations), even though Lessor might have elected to apply such payment to any part or all of the Obligations; (v) LESSOR'S acceptance of new or additional documents, instruments or agreements relating to the Obligations; (vi) Lessor's consent to the change, reorganization or termination of the corporate structure or existence of Lessee and to any corresponding restructuring of the obligations; (vii) any failure to perfect or continue perfection of a security interest in any collateral; and (viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action defenses which Lessee may assert on the underlying indebtedness or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyagreements.
Appears in 1 contract
Samples: Guaranty (Airship International LTD)
Liability of Guarantor. The liability of the each Guarantor under this Guaranty Section 10.12 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed Party’s Person's exercise or enforcement of any remedy it may have against any Designated Borrower the Company or any other Person, or against any CollateralCollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the such Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Company or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Company or any other Loan Party Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Company or any other Loan Party Guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Person's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated Borrowerthe Company, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s Person's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed Party’s Person's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other PersonCollateral;
(viiiH) any Guaranteed Party’s Person's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed ObligationsProceeding;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyPerson.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties a. TxDOT may enforce this Guaranty upon the occurrence and during of a breach by DB Contractor of any of the continuance of an Event of Default Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties TxDOT and any Designated Borrower DB Contractor with respect to the existence of such Event of Default;a breach.
(d) the b. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed.
c. TxDOT, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) with respect to the financial obligations of DB Contractor, if and as permitted by the Agreement, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force payment and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any performance of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
, (ixv) enforce and apply any impairment security hereafter held by or invalidity for the benefit of any TxDOT in respect of the Collateral this Guaranty or any other collateral securing any of the Guaranteed Obligations and direct the order or any failure to perfect any manner of the Liens of the Guaranteed Parties thereon sale thereof, or therein; and
(x) exercise any other guarantyright or remedy that TxDOT may have against any such security, whether by the Guarantor or any other Personas TxDOT in its discretion may determine, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.and
Appears in 1 contract
Samples: Capital Maintenance Agreement
Liability of Guarantor. The liability (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment. Guarantor shall be liable for the payment of the Guarantor under this Guaranteed Obligations as a primary obligor. This Guaranty shall be irrevocable, absolute, independent and unconditionaleffective as a waiver of, and shall not be affected by Guarantor hereby expressly waives, any circumstance and all rights and privileges to which might constitute a discharge of a surety Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, whether existing under statute, at law or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance equity, to require Administrative Agent, on behalf of the foregoing and without limiting the generality thereofLenders, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise to take prior recourse or enforcement of any remedy it may have proceedings against any Designated Borrower collateral, security or any other Person, or against any Collateral;Person (hereinafter defined) whatsoever.
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon Guarantor hereby agrees that the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify one or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any more of the following eventsevents or circumstances shall constitute a default (herein, "EVENT OF DEFAULT") under this Guaranty:
(i) any Insolvency Proceeding with respect to any Designated Borrower, a Default (as defined in the Guarantor, any other Loan Party or any other Person;
(iiCredit Agreement) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor by Borrower or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment part thereof, when such indebtedness becomes due (subject to any applicable grace period), either by its terms or other transfer, in whole or in part, as the result of the exercise of any Guaranteed Party’s interests in and power to accelerate; or
(ii) the failure of Guarantor (subject to any of the Collateral;
applicable grace period) to (vA) any claimpay timely, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing completely and satisfactorily any of the Guaranteed Obligations or any failure to perfect (B) perform timely any of the Liens covenants, terms and conditions of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor this Guaranty or any other PersonLoan Documents applicable to Guarantor; or
(iii) if Guarantor: (1)
(A) executes an assignment for the benefit of creditors, or takes any action in furtherance thereof; or (B) admits in writing its inability to pay, or fails to pay, its debts generally as they become due; or (C) as a debtor, files a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of all and Debtor Relief Laws, or takes any action in furtherance thereof; or (D) seeks the appointment of a receiver, trustee, custodian or liquidator of the Property or any part of the Guaranteed Obligations thereof or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.significant portion of its other property; or
Appears in 1 contract
Liability of Guarantor. This is a guaranty of payment and ---------------------- not of collection. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower Paradise or any other Personperson (including, without limitation, other guarantors, if any), nor against any other property (whether real or personal), rights, estates and interests now or at any time hereafter securing the payment of the Indebtedness and/or the other payment obligations of Paradise under the Loan Documents whether held by CHE or by any person or entity on CHE's behalf or for CHE's account (the "Collateral"). Guarantor waives any right to require that an action be brought against Paradise or any other person or to require that resort be had to any Collateral. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Paradise shall be relieved of or fail to incur any of payment obligation as provided in the Guaranteed Parties and any Designated Borrower with respect to Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the existence of such Event of Default;
(d) the Guarantor’s payment event of a portiondefault under the Loan Documents which is not cured within any applicable grace or cure period, but not allCHE shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eCollateral) thereunder or hereunder, in any order, and all rights, powers and remedies available to CHE in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guarantor’s liability with respect indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to the Guaranteed Obligations CHE, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Guarantor may have against Paradise may be impaired destroyed or affected by, nor shall diminished by the Guarantor be exonerated exercise of any such remedy; and if the indebtedness and obligations guaranteed hereby are otherwise partially paid or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statutereason, regulation including voluntary payment or rule of lawprepayment, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documentsshall nevertheless remain in full force and effect, including any Guaranteed Party’s right to receive and Guarantor shall remain liable for all remaining indebtedness and payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyguaranteed hereby.
Appears in 1 contract
Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower or any other Personperson (including, without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any of debt, obligation or liability as provided in the Guaranteed Parties and any Designated Borrower with respect to Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the existence of such Event of Default;
(d) the Guarantor’s payment event of a portiondefault under the Loan Documents, but not allLender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eCollateral) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guarantor’s liability with respect indebtedness guaranteed hereby is partially paid by reason of the election of Lender to pursue any of the Guaranteed Obligations remedies available to Lender, or is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall remain liable for the entire remaining unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not be impaired seek or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party cause Borrower or any other Person;
(ii) any limitationperson or entity to seek a supplemental stay or other relief, dischargewhether injunctive or otherwise, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party pursuant to 11 U.S.C. Section 105 or any other Person for any Guaranteed Obligations due to any statuteprovision of the Bankruptcy Reform Act of 1978, regulation or rule of lawas amended, or any invalidity other debtor relief law (whether statutory, common law, case law or unenforceability in whole or in part otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Guaranteed Obligations Lender to enforce any rights of Lender against Guarantor or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure Collateral by virtue of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, otherwise. No exculpatory or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any similar provision of the Loan Documents;
(vi) any Guaranteed Party’s amendmentDocuments which limits, modification, renewal, extension, cancellation or surrender of any Loan Documentrelieves Borrower from, any Guaranteed Obligationspersonal or direct liability of Borrower under the Loan Documents shall limit or relieve Guarantor from any such liability, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any it being the intention of the Collateral, including parties hereto that Guarantor be liable for all obligations of the Borrower under any Guaranteed Party’s compromise, release, settlement provision of the Loan Documents notwithstanding any such exculpatory or waiver with or similar provision. The obligations of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction Guarantor and the rights of Lender hereunder are in any Insolvency Proceeding related addition to the Guaranteed Obligations;
(ix) any impairment or invalidity obligations of any Guarantor and the rights of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) Lender under any other guaranty, whether indemnity or other agreement given by Guarantor to Lender in connection with the Loan, and payments made hereunder shall not reduce the liabilities and obligations of Guarantor or under any other Personsuch guaranty, of all indemnity or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyagreement.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor ---------------------- under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon the Agent's or any Guaranteed Party’s Bank's exercise or enforcement of any remedy it may have against any Designated Borrower the Company or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrowerthe Company, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrowerthe Company, the Guarantor, any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of the Agent's or any Guaranteed Party’s Bank's interests in and rights under this Guaranty or the other Loan Documents, including the Agent's or any Guaranteed Party’s Bank's right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of the Agent's or any Guaranteed Party’s Bank's interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrowerthe Company, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) the Agent's or any Guaranteed Party’s Bank's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or the Agent's or any Guaranteed Party’s Bank's exchange, release, or waiver of any Collateral;
(viiG) the Agent's or any Guaranteed Party’s Bank's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including the Agent's or any Guaranteed Party’s Bank's compromise, release, settlement or waiver with or of any Designated Borrowerthe Company, any other Loan Party guarantor or any other Person;
(viiiH) the Agent's or any Guaranteed Party’s Bank's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixI) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties Agent and the Banks thereon or therein; and
(xJ) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower the Company to any Guaranteed Partythe Agent or the Banks.
Appears in 1 contract
Liability of Guarantor. The liability (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment. Guarantor shall be liable for the payment of the Guarantor under this Guaranteed Obligations as a primary obligor. This Guaranty shall be irrevocable, absolute, independent and unconditionaleffective as a waiver of, and shall not be affected by Guarantor hereby expressly waives, any circumstance and all rights and privileges to which might constitute a discharge of a surety Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, whether existing under statute, at law or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance equity, to require Administrative Agent, on behalf of the foregoing and without limiting the generality thereofLenders, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise to take prior recourse or enforcement of any remedy it may have proceedings against any Designated Borrower collateral, security or any other Person, or against any Collateral;Person (hereinafter defined) whatsoever.
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon Guarantor hereby agrees that the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any one or more of the Guaranteed Parties and any Designated Borrower with respect to the existence of such following events or circumstances shall constitute a default (herein, “Event of Default;
(d”) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following eventsunder this Guaranty:
(i) any Insolvency Proceeding with respect to any Designated Borrower, a Default (as defined in the Guarantor, any other Loan Party or any other Person;
(iiCredit Agreement) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor by Borrower or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment part thereof, when such indebtedness becomes due (subject to any applicable grace period), either by its terms or other transfer, in whole or in part, as the result of the exercise of any Guaranteed Party’s interests in and power to accelerate; or
(ii) the failure of Guarantor (subject to any of the Collateral;
applicable grace period) to (vA) any claimpay timely, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing completely and satisfactorily any of the Guaranteed Obligations or any failure to perfect (B) perform timely any of the Liens covenants, terms and conditions of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor this Guaranty or any other PersonLoan Documents applicable to Guarantor; or
(iii) if Guarantor: (1) (A) executes an assignment for the benefit of creditors, or takes any action in furtherance thereof; or (B) admits in writing its inability to pay, or fails to pay, its debts generally as they become due; or (C) as a debtor, files a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of all any Debtor Relief Laws, or takes any action in furtherance thereof; or (D) seeks the appointment of a receiver, trustee, custodian or liquidator of any significant portion of its property; or (2) suffers the filing of a petition, case, proceeding or other action against it as a debtor under any Debtor Relief Laws or seeking appointment of a receiver, trustee, custodian or liquidator of any significant portion of its property, and (A) admits, acquiesces in or fails to contest diligently the material allegations thereof, or (B) the petition, case, proceeding or other action results in entry of any order for relief or order granting relief sought against it, or (C) in a proceeding under Debtor Relief Laws, the case is converted from one chapter to another, or (D) fails to have the petition, case, proceeding or other action permanently dismissed or discharged on or before the earlier of trial thereon or one hundred twenty (120) days next following the date of its filing; or (3) conceals, removes, or permits to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or makes or suffers a transfer of any of its property which is fraudulent under any bankruptcy, fraudulent conveyance or similar law; or suffers or permits, while insolvent, any creditor to obtain a lien (other than as described in subparagraph (4) below) upon any of its property through legal proceedings which are not vacated and such lien discharged prior to enforcement thereof and in any event within sixty (60) days from the Guaranteed Obligations date thereof; or (4) fails to have discharged within a period of ten (10) days any attachment, sequestration, or similar writ levied upon its property; or (5) fails to pay within thirty (30) days any final (unappealable) money judgment against it; or
(iv) the falsity in any material respect of, or any material omission in, any representation made to Lender by Guarantor under this Guaranty or any other indebtedness, obligations Loan Document to which Guarantor is a party; or
(v) the occurrence of a default or liabilities an event of default under the Xxxxxxxxx Loan Agreement (as defined in the Second Amendment) which is not cured within any Designated Borrower to any Guaranteed Partyapplicable notice or grace period.
Appears in 1 contract
Samples: Guaranty Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Authority may enforce this Guaranty upon the occurrence and during of a breach by the continuance Contractor of an Event any of Default the Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties Authority and any Designated Borrower the Contractor with respect to the existence of such Event of Default;
(d) the a breach. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may do any of the following: - With respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations - Settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, - Request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, - Release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Person with respect to the Guaranteed Party’s interests Obligations, - Enforce and apply any security hereafter held by or for the benefit of the Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Authority may have against any such security, as the Authority in its discretion may determine, and - Exercise any other rights available to it under the Contract Documents. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral;
(v) following, whether or not Guarantor will have had notice or knowledge of any claimof them: - Any failure or omission to assert or enforce or agreement or election not to assert or enforce, defenseor the stay or enjoining, counterclaim by order of court, by operation of law or setoffotherwise, other than that of prior performance, that any Designated Borrower, the Guarantorexercise or enforcement of, any other Loan Party claim or other Person may have demand or assertany right, including power or remedy (whether arising under the Contract Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any defense of incapacity agreement or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, instrument relating thereto; - Any modification, renewalagreement or stipulation between the Contractor and Authority or their respective successors and assigns, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement Contract Documents or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) ; or any impairment or invalidity of consent to departure from, any of the Collateral terms or provisions (including without limitation provisions relating to events of default) of the Contract Documents or any other collateral securing any agreement or instrument executed pursuant thereto; - The Authority’s consent to the change, reorganization or termination of the corporate structure or existence of the Contractor; - Any defenses, set-offs or counterclaims that the Contractor may allege or assert against the Authority in respect of the Guaranteed Obligations, except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty; - Any failure to enforce the Guaranteed Obligations or any failure to perfect of the terms, covenants or conditions contained in any of the Liens of the Guaranteed Parties thereon Contract Documents or thereinany modification thereof; and
(x) any other guaranty, whether - Any waiver by the Guarantor or any other Person, of all or any part Authority of the Guaranteed Obligations that is not in writing and signed by the authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said waiver; - Any release of the Contractor from liability that is not in writing and signed by the Authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said release; or - Any other act or thing or omission, or delay to do any other indebtednessact or thing, obligations which may or liabilities of might in any Designated Borrower manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed PartyObligations.
Appears in 1 contract
Samples: Design Build Services Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any collateral that any Guaranteed Party may from time to time acquire as security for the Guaranteed Obligations (“Collateral”), provided that nothing in this Guaranty shall be construed as imposing any obligation on the Guarantor or any other Loan Party to provide any Collateral for the Guaranteed Obligations;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ed) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated the Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated the Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated the Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated the Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated the Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents, but, subject to Section 18, excluding the defense of payment;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated the Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated the Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed PartyLender’s exercise or enforcement of any remedy it may have against any Designated Borrower Company or any other Person, or against any Collateral;
collateral for any Guaranteed Obligations; (bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
; (ciii) the Guaranteed Parties Lender may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties Lender and any Designated Borrower Company with respect to the existence of such Event of Default;
default; (div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
and (ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
Obligations; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerCompany, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and rights under this Guaranty or the other Loan DocumentsGuaranty, including any Guaranteed PartyLender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and to any of the Collateral;
collateral securing any Guaranteed Obligations; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute or deliver any of Loan Document or this Guaranty or any other document related to the Loan Documents;
Guaranteed Obligations; (viF) any Guaranteed PartyLender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateralcollateral securing any Guaranteed Obligations, or any Guaranteed PartyLender’s exchange, release, or waiver of any Collateral;
such collateral; (viiG) any Guaranteed PartyLender’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateralcollateral securing any Guaranteed Obligations, including any Guaranteed PartyLender’s compromise, release, settlement or waiver with or of any Designated BorrowerCompany, any other Loan Party guarantor or any other Person;
; (viiiH) any Guaranteed Partydirection of application of payment to Company, Guarantor, any other guarantor or other Person; (I) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
; (ixJ) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Lender’s Liens of the Guaranteed Parties thereon or therein; and
and (xK) any other guaranty, whether by the Guarantor or any other Person, guaranty of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyObligations.
Appears in 1 contract
Samples: Guaranty (Aksys LTD)
Liability of Guarantor. The Without limiting the generality of the foregoing, the liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be affected or impaired or affected by, nor shall reason of any of the Guarantor following, any of which may be exonerated taken without the consent of, or discharged bynotice to, Guarantor: (a) any amendment, modification, renewal, addition, supplement, or extension of, or any written consent permanently to depart from, any of the following events:
terms or provisions of the Lease; (b) the expiration or termination of the Lease; (c) any waiver, indulgence, consent or failure to enforce any of the obligations of Tenant under the Lease; (d) any release or discharge of Tenant from its liability under the Guaranteed Obligations or any exercise or non-exercise by Landlord of any right or remedy under the Lease or this Guaranty or available at law or in equity; (e) the assignment or other transfer of the Lease by Tenant or any subletting of the Leased Premises; (f) the receipt, application or release of any security given for performance of Tenant’s obligations under the Lease; (g) any acceptance of partial performance of the Guaranteed Obligations; (h) the release or discharge of Tenant in any bankruptcy, insolvency, receivership, reorganization, liquidation or similar proceedings; (i) any Insolvency Proceeding with respect to any Designated Borrowerthe impairment, the Guarantor, any other Loan Party limitation or any other Person;
(ii) any limitation, discharge, or cessation modification of the liability of Tenant or the estate of Tenant in any Designated Borrowerbankruptcy, the Guarantorinsolvency, any other Loan Party receivership, reorganization, liquidation or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of lawsimilar proceeding, or of any invalidity remedy for the enforcement of Tenant’s said liability under the Lease, resulting from the operation of any present or unenforceability future provision of any applicable bankruptcy or insolvency laws or other statute or from the decision in whole any court or tribunal; (j) the rejection or disaffirmance of the Lease in part any such proceedings; and (k) the cessation of any of the Guaranteed Obligations or the Loan Documents;
(iii) for any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documentsreason relating to Tenant, including any Guaranteed Party’s right to receive payment cessation of the Guaranteed Obligationslegal existence, or its qualification or registration to conduct business in Mexico. Guarantor hereby waives any assignment guarantor or other transfer, in whole or in part, of any Guaranteed Party’s interests in and suretyship defenses which might otherwise be available to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Authority may enforce this Guaranty upon the occurrence and during of a breach by Contractor of any of the continuance of an Event of Default Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties Authority and any Designated Borrower Contractor with respect to the existence of such Event a breach.
i. With respect to the financial obligations of DefaultContractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations;
(d) ii. Settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guarantor’s payment of a portion, but not all, Guaranteed Obligations or any agreement relating thereto;
iii. Request and accept other guarantees of the Guaranteed Obligations shall in no way limit, affect, modify or abridge and take and hold security for the Guarantor’s liability for any portion payment and performance of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations; Pa
iv. Release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
v. Enforce and apply any security hereafter held by or for the benefit of Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that Authority may have against any such security, as Authority in its discretion may determine; and
vi. Exercise any other rights available to it under the Contract. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (ix) any impairment or invalidity other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral following, whether or not Guarantor will have had notice or knowledge of any of them:
i. Any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any other collateral securing any of right, power or remedy (whether arising under the Contract, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any failure agreement or instrument relating thereto;
ii. Any modification, agreement or stipulation between Contractor and Authority or their respective successors and assigns, with respect to perfect the Contract or the Guaranteed Obligations; or any consent to departure from, any of the Liens terms or provisions (including without limitation provisions relating to events of default) of the Contract or any agreement or instrument executed pursuant thereto;
iii. Authority’s consent to the change, reorganization or termination of the corporate structure or existence of Contractor;
iv. Any set-offs or counterclaims that Contractor may allege or assert against Authority in respect of the Guaranteed Parties thereon or therein; andObligations;
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of v. Any failure to enforce the Guaranteed Obligations or any of the terms, covenants or conditions contained in any of the Contract or any modification thereof;
vi. Any waiver by Authority of the Guaranteed Obligations that is not in writing and signed by the Authority Representative or that is made in the context of a bankruptcy or insolvency proceeding in which Contractor is the debtor, unless otherwise specified in said waiver;
vii. Any release of Contractor from liability that is not in writing and signed by the Authority Representative or that is made in the context of a bankruptcy or insolvency proceeding in which Contractor is the debtor, unless otherwise specified in said release; or Pa
viii. Any other indebtednessact or thing or omission, obligations or liabilities of delay to do any Designated Borrower other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed PartyObligations.
Appears in 1 contract
Samples: Track and Systems Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the The Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s the Trustee's exercise or enforcement of any remedy it may have against any Designated Borrower Chiron or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrowerinsolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Chiron or the Guarantor, any other Loan Party or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated BorrowerChiron, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations Obligations, the Indenture or the Loan DocumentsNotes;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerChiron, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Chiron, the Guarantor, or any Designated Borrowerother Person;
(D) any claim, counterclaim or setoff, other than that of prior performance, that Chiron, the Guarantor, any other Loan Party guarantor or other PersonPerson may have or assert;
(ivE) the Trustee's amendment, modification, renewal, extension or cancellation of the Indenture, the Notes or any Guaranteed Obligations;
(F) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s the Trustee's interests in and rights under this Guaranty Guaranty, the Indenture or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;Notes; and
(vG) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s Trustee's vote, claim, distribution, election, or acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Guaranty (Chiron Corp)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower the Company or any other Person, or against any Collateralcollateral securing the Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties a. TxDOT may enforce this Guaranty upon the occurrence and during of a breach by the continuance Developer of an Event any of Default the Guaranteed Obligations, notwithstanding the existence of any dispute between any of TxDOT and the Guaranteed Parties and any Designated Borrower Developer with respect to the existence of such Event of Default;a breach.
(d) the b. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed.
c. TxDOT, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) with respect to the financial obligations of the Developer, if and as permitted by the Agreement, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force payment and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any performance of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
, (ixv) enforce and apply any impairment security hereafter held by or invalidity for the benefit of any TxDOT in respect of the Collateral this Guaranty or any other collateral securing any of the Guaranteed Obligations and direct the order or any failure to perfect any manner of the Liens of the Guaranteed Parties thereon sale thereof, or therein; and
(x) exercise any other guarantyright or remedy that TxDOT may have against any such security, whether by the Guarantor or any other Personas TxDOT in its discretion may determine, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.and
Appears in 1 contract
Samples: Development Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
: (ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Advanta Party’s exercise or enforcement of any remedy it may have against any Designated Borrower Supplier or any other Person, or against any Collateral;
collateral for any Obligations; (bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
; (ciii) the Guaranteed Parties Advanta may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default a default notwithstanding the existence of any dispute between any of the Guaranteed Parties Advanta and any Designated Borrower Supplier with respect to the existence of such Event of Default;
default; (div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
and (ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated BorrowerSupplier, the Guarantor, any other Loan Party guarantor or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the GuarantorSupplier, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
Obligations; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerSupplier, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated BorrowerSupplier, the Guarantor, any other Loan Party guarantor or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyAdvanta’s interests in and rights under this Guaranty or the other Loan DocumentsGuaranty, including any Guaranteed PartyAdvanta’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed PartyAdvanta’s interests in and to any of collateral securing the Collateral;
Obligations; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated BorrowerSupplier, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute or deliver any of the Loan Documents;
Contract or this Guaranty or any other document related thereto; (viF) any Guaranteed Party’s amendmentdirection of application of payment to Supplier, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerGuarantor, any other Loan Party guarantor or any other Person;
; and (viiiG) any Guaranteed PartyAdvanta’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed PartyLender’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Personperson, or against any collateral for the Loan (the “Collateral;”), whether now existing or later granted, securing the Guaranteed Obligations.
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Lender may enforce this Guaranty upon the occurrence and during of a condition or conditions causing recourse or personal liability to Borrower under any of the continuance of an Event of Default Guaranteed Obligations, or upon notwithstanding the existence of any dispute between any of the Guaranteed Parties Lender and any Designated Borrower with respect to the existence of such Event of Default;condition or conditions.
(dc) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and.
(ed) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Borrower, the Guarantor, any other Loan Party guarantor or any other Personperson;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party guarantor or any other Person person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan DocumentsObligations;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party guarantor or Personperson, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party guarantor or other Personperson;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and rights under this Guaranty or under the other Loan DocumentsNote, including any Guaranteed PartyLender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and to any of the CollateralCollateral or other collateral securing the Guaranteed Obligations;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party guarantor or other Person party may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan DocumentsNote;
(vi) any Guaranteed PartyLender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan DocumentGuaranteed Obligations, any Collateral or other collateral securing the Guaranteed Obligations, or any Collateral, or any Guaranteed PartyLender’s exchange, release, or waiver of any CollateralCollateral or of any other collateral securing the Guaranteed Obligations;
(vii) any Guaranteed PartyLender’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, or any other collateral securing any of the Guaranteed Obligations, including any Guaranteed PartyLender’s compromise, release, settlement or waiver with or of any Designated Borrower, Guarantor, any other Loan Party guarantor or any other Personparty;
(viii) any Guaranteed PartyLender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties Lender’s liens thereon or therein; andor
(x) any other guaranty, whether by the Guarantor or any other Personparty, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyLender.
Appears in 1 contract
Liability of Guarantor. The liability (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment. Guarantor shall be liable for the payment of the Guarantor under this Guaranteed Obligations as a primary obligor. This Guaranty shall be irrevocable, absolute, independent and unconditionaleffective as a waiver of, and shall not be affected by Guarantor hereby expressly waives, any circumstance and all rights and privileges to which might constitute a discharge of a surety Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, whether existing under statute, at law or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance equity, to require Administrative Agent, on behalf of the foregoing and without limiting the generality thereofLenders, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise to take prior recourse or enforcement of any remedy it may have proceedings against any Designated Borrower collateral, security or any other Person, or against any Collateral;Person (hereinafter defined) whatsoever.
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon Guarantor hereby agrees that the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify one or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any more of the following eventsevents or circumstances shall constitute a default (herein, "EVENT OF DEFAULT") under this Guaranty:
(i) any Insolvency Proceeding with respect to any Designated Borrower, a Default (as defined in the Guarantor, any other Loan Party or any other Person;
(iiCredit Agreement) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor by Borrower or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment part thereof, when such indebtedness becomes due (subject to any applicable grace period), either by its terms or other transfer, in whole or in part, as the result of the exercise of any Guaranteed Party’s interests in and power to accelerate; or
(ii) the failure of Guarantor (subject to any of the Collateral;
applicable grace period) to (vA) any claimpay timely, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing completely and satisfactorily any of the Guaranteed Obligations or any failure to perfect (B) perform timely any of the Liens covenants, terms and conditions of this Guaranty or any other Loan Documents applicable to Guarantor; or
(iii) if Guarantor: (1)
(A) executes an assignment for the benefit of creditors, or takes any action in furtherance thereof; or (B) admits in writing its inability to pay, or fails to pay, its debts generally as they become due; or (C) as a debtor, files a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of and Debtor Relief Laws, or takes any action in furtherance thereof; or (D) seeks the appointment of a receiver, trustee, custodian or liquidator of any significant portion of its property; or (2) suffers the filing of a petition, case, proceeding or other action against it as a debtor under any Debtor Relief Laws or seeking appointment of a receiver, trustee, custodian or liquidator of any significant portion of its property, and (A) admits, acquiesces in or fails to contest diligently the material allegations thereof, or (B) the petition, case, proceeding or other action results in entry of any order for relief or order granting relief sought against it, or (C) in a proceeding under Debtor Relief Laws, the case is converted from one chapter to another, or (D) fails to have the petition, case, proceeding or other action permanently dismissed or discharged on or before the earlier of trial thereon or one hundred twenty (120) days next following the date of its filing; or (3) conceals, removes, or permits to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or makes or suffers a transfer of any of its property which is fraudulent under any bankruptcy, fraudulent conveyance or similar law; or suffers or permits, while insolvent, any creditor to obtain a lien (other than as described in subparagraph (4) below) upon any of its property through legal proceedings which are not vacated and such lien discharged prior to enforcement thereof and in any event within sixty (60) days from the date thereof; or (4) fails to have discharged within a period of ten (10) days any attachment, sequestration, or similar writ levied upon its property; or (5) fails to pay within thirty (30) days any final (unappealable) money judgment against it; or
(iv) the falsity in any material respect of, or any material omission in, any representation made to Lender by Guarantor under this Guaranty or any other Loan Document to which Guarantor is a party. Upon the occurrence and during the continuation of such Event of Default, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable at the election of Administrative Agent, and Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor, default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Administrative Agent of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness, all such notices being hereby waived by Guarantor, pay all of the Indebtedness, or perform or observe the agreement, covenant, term or condition then to be performed by Guarantor, as the case may be, and pay all damages and all costs and expenses that may arise in consequence of such Event of Default (including, without limitation, reasonable attorneys' fees and expenses, investigation costs, court costs, and any and all other costs and expenses reasonably incurred by Administrative Agent and the Lenders in connection with the collection and enforcement of this Guaranty, the Loan or any other Loan Document), whether or not suit is filed thereon, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal. It shall not be necessary for Administrative Agent, on behalf of the Lenders, in order to enforce such payment by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against Borrower or others liable on such indebtedness, or to enforce any rights against any security that shall ever have been given to secure such indebtedness, or to join Borrower or any others liable for the payment of the Guaranteed Parties thereon Obligations or therein; and
(x) any part thereof in any action to enforce this Guaranty, or to resort to any other guarantymeans of obtaining payment of the Guaranteed Obligations; PROVIDED, HOWEVER, that nothing herein contained shall prevent Administrative Agent, on behalf of the Lenders, from suing on the Loan or foreclosing any Mortgage or from exercising any other rights thereunder, and if such foreclosure or other remedy is 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 amount due on the Loan and any Mortgage, and Administrative Agent and the Lenders shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of any Property or other collateral given for the Indebtedness or any part thereof, whether by foreclosure or otherwise, any Lender may at its discretion purchase all or any part of any Property or other such collateral so sold or offered for sale for its own account and may, in payment of the Guarantor amount bid therefor, deduct such amount from the balance due it pursuant to the terms of the Credit Agreement and the other Loan Documents.
(c) Suit may be brought or demand may be made against Borrower or against all parties who have signed this Guaranty or any other Person, of guaranty covering all or any part of the Guaranteed Obligations Obligations, or against any one or more of them, separately or together, without impairing the rights of Administrative Agent and the other indebtednessLenders against any party hereto. Any time that Administrative Agent, obligations on behalf of the Lenders, is entitled to exercise its rights or liabilities of any Designated Borrower remedies hereunder, it may in its discretion elect to any Guaranteed Partydemand payment.
Appears in 1 contract
Samples: Guaranty Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any the Guaranteed Party’s Parties' exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any Collateralcollateral now or hereafter securing any of the Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding proceeding under any Debtor Relief Laws with respect to any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) subject to Section 24 hereof, any merger, acquisition, consolidation or change in structure of any Designated the Borrower, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any of the Guaranteed Party’s Parties' interests in and rights under this Guaranty or the other Loan Credit Documents, including any the Guaranteed Party’s Parties' right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Credit Documents;
(viF) the Guaranteed Parties' or any Guaranteed Party’s Lender's amendment, modification, renewal, extension, cancellation or surrender of any Loan Credit Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any the Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s Parties' vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding proceeding under any Debtor Relief Laws related to the Guaranteed Obligations;
(ixH) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated the Borrower to any the Guaranteed PartyParties.
Appears in 1 contract
Samples: Credit Agreement (Arbitron Inc)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional, unconditional and shall not be affected by any circumstance which might constitute constitutes a legal or equitable discharge of a guarantor or surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed the Obligations. In furtherance of the foregoing and without limiting the generality thereofforegoing, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this This Guaranty is a guaranty of payment when due and performance and not merely of collectibility;collectibility and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Lease or the pursuit by Lessor of any remedies that it now has or may hereafter have under the Lease, at law, in equity or otherwise.
(cb) the Guaranteed Parties Lessor may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default under the Lease, notwithstanding (i) the existence of any dispute between any of the Guaranteed Parties Lessor and any Designated Borrower Lessee with respect to the existence of such an Event of Default;; (ii) any counterclaim, set-off or other claim which Lessee may allege against Lessor with respect thereto; or (iii) any defect in the title compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, or any redelivery, repossession, surrender or other interruption or cessation in the use of, the Airship by the Lessee or any other person for any reason whatsoever (including, without limitation, any governmental prohibition or restriction, condemnation, requisition, seizure or any other act on the part of any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of a lease), whether or not resulting from accident and whether or not without fault on the part of the Lessee or any other person.
(c) The obligations of Guarantor hereunder are independent of the obligations of Lessee under the Lease, and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against Lessee or whether or not Lessee is joined in any such action or actions. Guarantor's liability under this Guaranty shall not be reduced by virtue of any partial payment or other performance by Lessee of any amount due or obligation owing under the Lease, except to the extent of any such payment that is not avoided or recovered directly or indirectly from Lessor as a preference, fraudulent transfer or otherwise, or by recourse to any collateral or security.
(d) the Guarantor’s 's payment or performance of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any that portion of the Guaranteed Obligations remaining unsatisfied; andwhich is not paid or performed. Without limiting the generality of the foregoing, if Lessor is awarded a judgment in any suit brought to enforce Guarantor's covenant to pay or perform a portion of the Obligations, such judgment shall not be deemed to release Guarantor from its covenant to pay or perform the portion of the Obligations that is not the subject of such suit.
(e) Lessor, upon such terms as it deems appropriate, without notice or demand and without affecting Guarantor's liability hereunder, from time to time may (i) renew, extend, accelerate or otherwise change the Guarantor’s liability time, place, manner or terms of payment or performance of the Obligations; (ii) settle, compromise, release, discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Obligations or any agreement relating thereto and/or subordinate the payment of the same to payment of other obligations; (iii) take and hold security for the payment or performance of this Guaranty or the Obligations, and enforce any such security consistent with any applicable security agreement; (iv) release, surrender, exchange, compromise, settle, rescind, waive, subordinate or modify, any security for payment or performance of the Obligations, any other guaranties of the Obligations, or any other obligation of any Person with respect to the Guaranteed Obligations obligations; (v) elect to abstain from repossessing the Airship or taking advantage of or realizing upon any security interests or other guaranty; (vi) elect to repossess the Airship or to foreclose on any security held by or for the benefit of Lessor by one or more judicial or nonjudicial sales or exercise any other right or remedy Lessor may have against Lessee, the Airship or any security, even though any such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against Lessee or any security for the Obligations; (vii) re-lease or sell the Airship or apply any security and direct the order or manner of sale thereof as Lessor in its discretion may determine consistent with the Lease and any applicable security agreement; (viii) release or substitute any one or more endorsers or guarantors of the Obligations; and (ix) exercise any rights available to it under the Lease.
(f) This Guaranty shall remain in full force be valid and effect without regard to, enforceable and shall not be impaired or affected by, nor shall by the Guarantor be exonerated or discharged by, occurrence of any of the following events:
following, whether or not Guarantor shall have had notice or knowledge of any of them: (i) any Insolvency Proceeding with respect failure or omission to any Designated Borrowerenforce or agreement not to enforce, or the Guarantorstay or enjoining by order of court, by operation of law or otherwise, of the exercise of, any other Loan Party or any other Person;
(ii) any limitationright, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right power or remedy with respect to the Obligations or any agreement relating thereto, or with respect to any security for the payment or performance of the Collateralobligations; (ii) any amendment or waiver, including whether or not in accordance with the terms of the Lease, of any Guaranteed Party’s compromiseright, release, settlement power or waiver with remedy or of any Designated Borrower, any other Loan Party default with respect to the Obligations or any agreement relating thereto, or with respect to any security for the Obligations; (iii) the obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other Person;
than payments received pursuant to the payment of indebtedness other than the obligations), even though Lessor might have elected to apply such payment to any part or all of the Obligations; (v) Lessor's acceptance of new or additional documents, instruments or agreements relating to the Obligations; (vi) Lessor's consent to the change, reorganization or termination of the corporate structure or existence of Lessee and to any corresponding restructuring of the Obligations; (vii) any failure to perfect or continue perfection of a security interest in any collateral; and (viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action defenses which Lessee may assert on the underlying indebtedness or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyagreements.
Appears in 1 contract
Samples: Guaranty (Airship International LTD)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder Within 15 Business Days of receiving written notice from Buyer of a default of any Guaranteed Obligation, Seller shall be the immediateprovide written notice to Buyer (a “Required Response”) stating its intention to (i) pay, directdefend or dispute such Guaranteed Obligation, and primary obligation of or (ii) refer such Guaranteed Obligation to the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;for payment and/or performance.
(b) If Seller shall (i) elect to refer any Guaranteed Obligation to the Guarantor for payment and/or performance, (ii) fail to provide a Required Response within 15 Business Days, or (iii) default in the payment and/or performance of any Guaranteed Obligation, or any part thereof, following an election to pay, defend or dispute such Guaranteed Obligation, (A) Buyer shall provide to Guarantor written notice of the same in accordance with Section 6 hereof (the “Required Notice”) and (B) Guarantor shall, on demand and without presentment, protest or any notice other the Required Notice, pay and/or perform, as the case may be, the Guaranteed Obligations described in the Required Notice, subject to Section 2(c) of this Guaranty is a guaranty of payment when due and not merely of collectibility;Guaranty.
(c) Guarantor waives all rights, demands or defenses to the payment or performance of the obligations described in the Required Notice, including without limitation any right to revoke this Guaranty as to future events giving rise to the Guaranteed Parties may enforce this Guaranty upon Obligations, except as set forth in Sections 2(a) and 2(b), any right to require Buyer to proceed first or exhaust remedies against Seller and any right to receive notice of or approve any modification to the occurrence and during the continuance of an Event of Default Guaranteed Obligations; provided, however, notwithstanding the existence of preceding, that Guarantor shall be entitled to assert any dispute between any of the Guaranteed Parties and any Designated Borrower with respect defenses to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, or performance of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability that Seller may be entitled to assert with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
its obligations provided under (i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party Stock Purchase Agreement or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of applicable law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Guaranty Agreement (Nationwide Financial Services Inc/)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s the Trustee's exercise or enforcement of any remedy it may have against any Designated Borrower Cetus or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrowerinsolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Cetus or the Guarantor, any other Loan Party or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated BorrowerCetus, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations Obligations, the Indenture or the Loan DocumentsDebentures;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerCetus, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Cetus, the Guarantor, or any Designated Borrowerother Person;
(D) any claim, counterclaim or setoff, other than that of prior performance, that Cetus, the Guarantor, any other Loan Party guarantor or other PersonPerson may have or assert;
(ivE) the Trustee's amendment, modification, renewal, extension or cancellation of the Indenture, the Debentures or any Guaranteed Obligations;
(F) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s the Trustee's interests in and rights under this Guaranty Guaranty, the Indenture or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;Debentures; and
(vG) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s Trustee's vote, claim, distribution, election, or acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Guaranty (Chiron Corp)
Liability of Guarantor. The liability of the each Guarantor under this Guaranty Section 11.17 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon the Administrative Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties Administrative Agent, the Issuing Bank and the Banks may enforce this Guaranty Section 11.17 upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of among the Guaranteed Parties Administrative Agent, the Issuing Bank and any Designated the Banks and the Borrower with respect to the existence of such Event of Default;
(div) the such Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the such Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Borrower or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Borrower or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Borrower or any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of the Administrative Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated the Borrower, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) the Administrative Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) the Administrative Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viiiH) the Administrative Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed ObligationsProceeding;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated the Borrower to any Guaranteed Partythe Administrative Agent, the Issuing Bank or the Banks.
Appears in 1 contract
Samples: Credit Agreement (Mail Well Inc)
Liability of Guarantor. (a) The liability of Guarantor under this Completion Guaranty will be primary, direct and immediate and not conditional or contingent upon pursuit by Lender of any remedies it may have against Borrower, its successors and assigns, with respect to the Loan Documents whether pursuant to the terms of the Loan Documents or by law.
(b) Without limiting the generality of the foregoing, Lender will not be required to make any demand on Borrower or the then owner of the Mortgaged Property, or to sell at foreclosure or otherwise pursue or exhaust its remedies against the premises or against Borrower or the then owner of the premises, before, simultaneously with or after enforcing its rights and remedies against Guarantor under this Completion Guaranty.
(c) To the extent permitted by applicable law, any one or more successive or concurrent actions may be brought under this Completion Guaranty against Guarantor either in the same action, if any, brought against Borrower or the then owner of the premises or in separate actions as often as Lender may deem advisable.
(d) Guarantor also agrees that in the event this Completion Guaranty is enforced by suit or otherwise as a result of a default by Guarantor under this Guaranty shall of Completion, Guarantor will reimburse Lender upon demand, for all reasonable out of pocket expenses incurred in connection with such enforcement, including, without limitation, Attorneys’ Fees and Costs.
(e) The obligations of Guarantor under this Completion Guaranty will be irrevocable, absolute, independent and unconditional, and shall not be affected by will continue until terminated in accordance with the provisions set forth in Section 19 of this Completion Guaranty irrespective of the genuineness, validity, regularity or enforceability of the Loan Documents, or any circumstance security given therefor or in connection therewith or any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyguarantor.
Appears in 1 contract
Samples: Guaranty of Completion (Strategic Student & Senior Housing Trust, Inc.)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s Lender's exercise or enforcement of any remedy it may have against any Designated Borrower Company
1. or any other person or entity ("Person"), or against any Collateral;
collateral for any Obligations; (bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
; (ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
and (eiv) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrowerinsolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Company, Guarantor, any other Loan Party guarantor or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
Obligations; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerCompany, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Lender's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
Guaranty; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute or deliver any of the Loan Documents;
Document or this Guaranty or any other document related thereto; (viF) any Guaranteed Party’s amendmentdirection of application of payment to Company, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerGuarantor, any other Loan Party guarantor or any other Person;
; and (viiiG) any Guaranteed Party’s Lender's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the each Guarantor under ---------------------- this Guaranty Section 11.18 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed Party’s Person's exercise or enforcement of any remedy it may have against any Designated Borrower the Borrowers or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the such Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(i1) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(ii2) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Borrower or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii3) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Borrower or any other Loan Party Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Borrower or any other Loan Party Guarantor or other Person;
(iv4) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Person's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v5) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated Borrower, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi6) any Guaranteed Party’s Person's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii7) any Guaranteed Party’s Person's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viii) 8) any Guaranteed Party’s Person's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
Proceeding; (ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x9) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyPerson.
Appears in 1 contract
Samples: Revolving Multicurrency Credit Agreement (Johns Manville Corp /New/)
Liability of Guarantor. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower other Loan Party or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower Obligor with respect to the existence of such Event of Default;
(div) the each Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the each Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the any Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated BorrowerObligor, the any Guarantor, any other Loan Party or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated BorrowerObligor, the any Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerObligor, the any Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated BorrowerObligor, the any Guarantor, any other Loan Party or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated BorrowerObligor, the any Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerObligor, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixH) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein;
(I) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(J) any acts of any Governmental Authority of or in any jurisdiction affecting any Guarantor, any other Loan Party or other Person, including any restrictions on the conversion or exchange of currency or repatriation or control of funds, a declaration of banking moratorium or any suspension of payments by banks in any jurisdiction or the imposition by any jurisdiction or any Governmental Authority thereof or therein of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, or any total or partial expropriation, confiscation, nationalization or requisition of any such Person’s property; any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in any jurisdiction; or any economic political, regulatory or other events in any jurisdiction; and
(xK) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower Obligor to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed ObligationsObligations and / or conversion by all Lenders and/or (if a Lender declines to convert or be repaid upon an event as described in Section 4.4 of the Promissory Note), the expiry of 12 months from the date of the request to convert or be repaid, by Company to the declining Lender. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s Lender's exercise or enforcement of any remedy it may have against any Designated Borrower Company or any other person or entity ("Person"), or against any Collateral;
collateral for any Obligations; (bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
; (ciii) the Guaranteed Parties Collateral Agent, and not individual Lenders other than the Collateral Agent, may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default a default notwithstanding the existence of any dispute between any of the Guaranteed Parties Lender and any Designated Borrower Company with respect to the existence of such Event of Default;
default; (div) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
and (ev) to the extent legally permissible, Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
Obligations; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerCompany, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Lender's interests in and rights under this Guaranty or the other Loan DocumentsGuaranty, including any Guaranteed Party’s Lender's right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Lender's interests in and to any of collateral securing the Collateral;
Obligations; (vE) any claim, defense, counterclaim or setoff, other than that of prior performanceperformance and those arising under the Convertible Loan Agreement, that any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute or deliver any of the Loan Documents;
Document or this Guaranty or any other document related thereto; (viF) any Guaranteed Party’s amendmentdirection of application of payment to Company, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerGuarantor, any other Loan Party guarantor or any other Person;
; and (viiiG) any Guaranteed Party’s Lender's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Guaranty (Commtouch Software LTD)
Liability of Guarantor. The liability of the ---------------------- Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon the Agent's or any Guaranteed Party’s Bank's exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any proceeding under any Insolvency Proceeding with respect to any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated the Borrower, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of the Agent's or any Guaranteed Party’s Bank's interests in and rights under this Guaranty or the other Loan Documents, including the Agent's or any Guaranteed Party’s Bank's right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) the Agent's or any Guaranteed Party’s Bank's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Agent's or any other Person;
(viii) any Guaranteed Party’s Bank's vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Guaranteed Obligations;
(ixH) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties Agent and the Banks thereon or therein; and
(xI) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated the Borrower to any Guaranteed Partythe Agent or the Banks.
Appears in 1 contract
Samples: Guaranty (Storage Technology Corp)
Liability of Guarantor. This is a guaranty of payment and ---------------------- performance and not of collection. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower the Service Provider or any other Personperson (including, without limitation, other guarantors, if any). Guarantor waives any right to require that an action be brought against the Service Provider or any other person or to require that resort be had to any collateral or to any balance of any deposit account or credit on the books of PHC-SUB in favor of the Service Provider or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, the Service Provider shall be relieved of or fail to incur any debt, obligation or liability as provided in the PM Agreement, Guarantor shall nevertheless be fully liable therefor. In the event of a default under the PM Agreement, PHC-SUB shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order, and all rights, powers and remedies available to PHC- SUB in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness guaranteed hereby is partially paid by reason of the election of PHC-SUB to pursue any of the Guaranteed Parties and any Designated Borrower with respect remedies available to the existence of such Event of Default;
(d) the Guarantor’s payment of a portionPHC-SUB, but not allor is otherwise partially paid, of the Guaranteed Obligations this Guaranty shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not be impaired or affected by, nor shall remain liable for the Guarantor be exonerated or discharged by, any entire remaining unpaid balance of the following events:
(i) indebtedness guaranteed hereby, even though any Insolvency Proceeding with respect to any Designated Borrower, rights which Guarantor may have against the Guarantor, any other Loan Party Service Provider may be destroyed or any other Person;
(ii) any limitation, discharge, or cessation of diminished by the liability exercise of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partysuch remedy.
Appears in 1 contract
Samples: Practice Management Agreement (Physician Health Corp)
Liability of Guarantor. The liability execution of this Guaranty by any one or more of the Guarantors, if more than one, is not conditioned on the execution of this Guaranty by the other Guarantors named in this Guaranty, and this Guaranty shall be and is fully binding on each of the Guarantors irrespective of whether the other Guarantors named in this Guaranty execute this Guaranty or may be released or discharged from liability under this Guaranty (regardless of the reason or basis for any such release or discharge and regardless of whether or not the same is consented to by the Guarantors not so released or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. Lender may bring an action to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust Lender’s remedies against Borrower or any guarantor other than Guarantors, proceed against any collateral given as security for the Obligations or pursue any other remedies before exercising any of Lender’s rights or remedies under this Guaranty. Lender may, in its sole discretion and at any time, transfer, sell or assign all or a portion of Lender’s interest under the Loan Documents or this Guaranty, and notwithstanding such transfer, sale or assignment, Guarantor’s obligations under this Guaranty shall be irrevocable, absolute, independent continue uninterrupted for the benefit of Lender and unconditional, Lender’s successors and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyassigns.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Liability of Guarantor. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower other Loan Party or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower Obligor with respect to the existence of such Event of Default;
(div) the each Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the each Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the any Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated BorrowerObligor, the any Guarantor, any other Loan Party or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated BorrowerObligor, the any Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerObligor, the any Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated BorrowerObligor, the any Guarantor, any other Loan Party or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated BorrowerObligor, the any Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerObligor, any other Loan Party or any other PersonPerson ;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixH) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein;
(I) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(J) any acts of any Governmental Authority of or in any jurisdiction affecting any Guarantor, any other Loan Party or other Person, including any restrictions on the conversion or exchange of currency or repatriation or control of funds, a declaration of banking moratorium or any suspension of payments by banks in any jurisdiction or the imposition by any jurisdiction or any Governmental Authority thereof or therein of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, or any total or partial expropriation, confiscation, nationalization or requisition of any such Person’s property; any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in any jurisdiction; or any economic political, regulatory or other events in any jurisdiction; and
(xK) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower Obligor to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. (a) The liability of Guarantor under this Completion Guaranty will be primary, direct and immediate and not conditional or contingent upon pursuit by Lxxxxx of any remedies it may have against Bxxxxxxx, its successors and assigns, with respect to the Loan Documents whether pursuant to the terms of the Loan Documents or by law.
(b) Without limiting the generality of the foregoing, Lender will not be required to make any demand on Borrower or the then owner of the Mortgaged Property, or to sell at foreclosure or otherwise pursue or exhaust its remedies against the premises or against Borrower or the then owner of the premises, before, simultaneously with or after enforcing its rights and remedies against Guarantor under this Completion Guaranty.
(c) To the extent permitted by applicable law, any one or more successive or concurrent actions may be brought under this Completion Guaranty against Guarantor either in the same action, if any, brought against Borrower or the then owner of the premises or in separate actions as often as Lender may deem advisable.
(d) Gxxxxxxxx also agrees that in the event this Completion Guaranty is enforced by suit or otherwise as a result of a default by Guarantor under this Guaranty shall of Completion, Guarantor will reimburse Lender upon demand, for all reasonable out of pocket expenses incurred in connection with such enforcement, including, without limitation, Attorneys' Fees and Costs.
(e) The obligations of Guarantor under this Completion Guaranty will be irrevocable, absolute, independent and unconditional, and shall not be affected by will continue until terminated in accordance with the provisions set forth in Section 19 of this Completion Guaranty irrespective of the genuineness, validity, regularity or enforceability of the Loan Documents, or any circumstance security given therefor or in connection therewith or any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyguarantor.
Appears in 1 contract
Samples: Multifamily Loan and Security Agreement (Sentio Healthcare Properties Inc)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties a. TxDOT may enforce this Guaranty upon the occurrence and during of a breach by DB Contractor of any of the continuance of an Event of Default Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties TxDOT and any Designated Borrower DB Contractor with respect to the existence of such Event of Default;a breach.
(d) the b. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed.
c. TxDOT, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) with respect to the financial obligations of DB Contractor, if and as permitted by the Agreement, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force payment and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any performance of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;, (v) enforce and apply any security hereafter held by or for the benefit of TxDOT in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that TxDOT may have against any such security, as TxDOT in its discretion may determine, and (vi) exercise any other rights available to it under the CMA Documents.
d. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (ix) any impairment or invalidity other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral following, whether or not Guarantor will have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any other collateral securing any of right, power or remedy (whether arising under the CMA Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any failure agreement or instrument relating thereto; (ii) any rescission, waiver, amendment or modification of, or any consent to perfect departure from, any of the Liens terms or provisions (including without limitation provisions relating to events of default) of the CMA Documents or any agreement or instrument executed pursuant thereto; (iii) TxDOT’s consent to the change, reorganization or termination of the corporate structure or existence of DB Contractor; (iv) any defenses, set-offs or Texas Department of Transportation EXHIBIT 9 Execution Version I-635 LBJ East Project Page 4 Capital Maintenance Agreement counterclaims that DB Contractor may allege or assert against TxDOT in respect of the Guaranteed Parties thereon or therein; and
(x) any other guarantyObligations, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyexcept as provided in Section 21.
Appears in 1 contract
Samples: Capital Maintenance Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
: (ai) the Guarantor’s liability hereunder shall be the immediate, direct, direct and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed PartyAron’s exercise or enforcement of any remedy it may have against any Designated Borrower the Company or any other PersonPerson (as defined, for purposes of this Guaranty, in the S&O Agreement), or against any Collateral;
collateral for any Obligations; (bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
collectability; (ciii) the Guaranteed Parties Xxxx may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default a default notwithstanding the existence of any dispute between any of Xxxx and the Guaranteed Parties and any Designated Borrower Company with respect to the existence of such Event of Default;
default; (div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
and (ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrowerthe Company, the Guarantor, any other Loan Party guarantor or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
Obligations; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrowerthe Company, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrowerthe Company, the Guarantor, any other Loan Party guarantor or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyAron’s interests in and rights under this Guaranty or the other Loan DocumentsGuaranty, including any Guaranteed PartyAron’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed PartyAron’s interests in and to any of collateral securing the Collateral;
Obligations; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrowerthe Company, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other ny-2098580 authority to execute or deliver any of the Loan Transaction Documents;
, or this Guaranty or any other agreement or document related thereto; (viF) any Guaranteed Party’s amendmentdirection of application of payment to the Company, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerGuarantor, any other Loan Party guarantor or any other Person;
; and (viiiG) any Guaranteed PartyAron’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the each Guarantor under ---------------------- this Guaranty Section 11.18 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed Party’s Person's exercise or enforcement of any remedy it may have against any Designated Borrower the Borrowers or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the such Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(i1) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(ii2) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Borrower or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii3) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Borrower or any other Loan Party Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Borrower or any other Loan Party Guarantor or other Person;
(iv4) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Person's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v5) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated Borrower, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi6) any Guaranteed Party’s Person's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii7) any Guaranteed Party’s Person's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viii) 8) any Guaranteed Party’s Person's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed ObligationsProceeding;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x9) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyPerson.
Appears in 1 contract
Samples: Revolving Multicurrency Credit Agreement (Johns Manville International Group Inc)
Liability of Guarantor. The liability of the each Guarantor under this Guaranty Section 11.10 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed PartyPerson’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the such Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(i1) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(ii2) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Borrower or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii3) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Borrower or any other Loan Party Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Borrower or any other Loan Party Guarantor or other Person;
(iv4) any assignment or other transfer, in whole or in part, of any Guaranteed PartyPerson’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v5) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated Borrower, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi6) any Guaranteed PartyPerson’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii7) any Guaranteed PartyPerson’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viii) 8) any Guaranteed PartyPerson’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;Proceeding; or
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x9) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyPerson.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (BMC Stock Holdings, Inc.)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed PartyLender’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties Lender may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties Lender and any Designated Borrower with respect to the existence of such Event of Default;
(div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any state or federal bankruptcy or other insolvency proceeding (an “Insolvency Proceeding Proceeding”) with respect to any Designated Borrower, the Guarantor, any other Loan Party guarantor or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed PartyLender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed PartyLender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed PartyLender’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed PartyLender’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed PartyLender’s compromise, release, settlement or waiver with or of any Designated Borrower, Guarantor, any other Loan Party guarantor or any other Person;
(viiiH) any Guaranteed PartyLender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixI) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Lender’s Liens of the Guaranteed Parties thereon or therein; and
(xJ) any other guaranty, whether by the Guarantor or any other Person, ; of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyLender.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties a. TxDOT may enforce this Guaranty upon the occurrence and during of a breach by DB Contractor of any of the continuance of an Event of Default Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties TxDOT and any Designated Borrower DB Contractor with respect to the existence of such Event of Default;a breach.
(d) the b. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed.
c. TxDOT, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) with respect to the financial obligations of DB Contractor, if and as permitted by the DBC, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force payment and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any performance of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, (iv) release, DocuSign Envelope ID: 05C1F150-2AD5-4643-82AF-864EEA18D456 surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;, (v) enforce and apply any security hereafter held by or for the benefit of TxDOT in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that TxDOT may have against any such security, as TxDOT in its sole discretion may determine, and (vi) exercise any other rights available to it under the Contract Documents.
d. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (ix) any impairment or invalidity other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral following, whether or not Guarantor will have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any other collateral securing any of right, power or remedy (whether arising under the Contract Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any failure agreement or instrument relating thereto; (ii) any rescission, waiver, amendment or modification of, or any consent to perfect departure from, any of the Liens terms or provisions (including without limitation provisions relating to events of default) of the Contract Documents or any agreement or instrument executed pursuant thereto; (iii) TxDOT’s consent to the change, reorganization or termination of the corporate structure or existence of DB Contractor; or (iv) any defenses, set-offs or counterclaims that DB Contractor may allege or assert against TxDOT in respect of the Guaranteed Parties thereon or therein; and
(x) any other guarantyObligations, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyexcept as provided in Section 21.
Appears in 1 contract
Samples: Design Build Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any CollateralCollateral or any other collateral securing the Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default; provided that no Guarantor shall be deemed to have waived any defenses based on the defense that the Guaranteed Obligations have been paid in full;
(div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Document Party or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Document Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Document Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Document Party or other Person, including, without limitation, the transactions occurring upon the REIT Conversion, including the assumption by the Post-REIT Conversion Borrower of the obligations of the Pre-REIT Conversion Borrower under the Loan Documents;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the CollateralCollateral or any other collateral securing the Guaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Document Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any CollateralCollateral or any other collateral securing the Guaranteed Obligations, or any Guaranteed Party’s exchange, release, or waiver of any CollateralCollateral or any other collateral securing the Guaranteed Obligations;
(viiG) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the CollateralCollateral or any other collateral securing the Guaranteed Obligations, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Document Party or any other Person;
(viiiH) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixI) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xJ) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor agrees that Guarantor's obligations under this Guaranty shall be Agreement are irrevocable, absolute, independent and unconditional, unconditional and shall not be affected by any circumstance which might constitute constitutes a legal or equitable discharge of a guarantor or a surety or guarantor other than the indefeasible payment and performance in full occurrence of all Guaranteed Obligationsthe Termination Date. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, This Agreement is an absolute and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a unconditional guaranty of payment when due and not merely of collectibility;.
(b) The obligations of Guarantor hereunder are independent of the obligations of BPL and MHLP under the Notes, the Indenture and the other Note Documents and of the obligations of any other guarantor of, or any other party liable for, the Guaranteed Obligations or any part thereof, and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against BPL, MHLP or any such other guarantor or other party and whether or not BPL, MHLP or any such other guarantor or other party is joined in any such action or actions.
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; andwhich has not been paid in full.
(ed) Upon such terms as it deems appropriate, without notice or demand, and without affecting the validity or enforceability of this Agreement or giving rise to any reduction, limitation, impairment, discharge or termination of Guarantor’s 's liability hereunder, the Trustee, at the direction or with the consent of the Majority Holders, as applicable, may from time to time (i) renew, extend, accelerate, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to to, or substitutions for, the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall any agreement relating thereto and/or subordinate the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect same to any Designated Borrower, the Guarantor, payment of any other Loan Party or any obligations, (iii) request and accept other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any guaranties of the Guaranteed Obligations and take and hold security for the payment of this Agreement or the Loan Documents;
Guaranteed Obligations, (iiiiv) release, surrender, exchange, substitute, fail to perfect, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all security for payment of the assets or shares of any Designated Borrower, the GuarantorGuaranteed Obligations, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment guaranties of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any person or entity with respect to the Guaranteed Party’s interests Obligations and (v) exercise any other rights available under the Notes, the Indenture, the other Note Documents or Applicable Law.
(e) This Agreement and the obligations of Guarantor hereunder shall be valid and enforceable and shall not be subject to any impairment, discharge, delay or termination for any reason (other than the limitations and reductions provided for in and to this Agreement), including without limitation the occurrence of any of the Collateral;
following, whether or not Guarantor shall have had notice or knowledge of any of them: (vi) any claimfailure or omission to assert or enforce, defenseor agreement or election not to assert or enforce, counterclaim or setoffthe stay or enjoining, other than that by order of prior performancecourt, that by operation of law or otherwise, of the exercise or enforcement of, any Designated Borrowerclaim or demand or any right, power or remedy (whether arising under the Notes, the GuarantorIndenture, the other Note Documents, at law, in equity or otherwise) with respect lo the Guaranteed Obligations or any agreement relating thereto, or with respect to any other Loan Party guaranty of or other Person may have security for the payment of the Guaranteed Obligations, (ii) any rescission, waiver, amendment or assertmodification of, including or any defense of incapacity or lack of corporate or other authority consent to execute departure from, any of the Loan Documents;
terms or provisions (viincluding without limitation provisions relating to events of default) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Documentof the Notes, the Indenture, the other Note Documents, or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or any Collateralnot in accordance with the terms of the Notes, the Indenture, the other Note Documents, or any agreement relating to such other guaranty or security, (iii) the consent by the Trustee, MBIA or the Holders, to the change, reorganization or termination of the organizational structure or existence of BPL or MHLP or to any corresponding restructuring of the Guaranteed Party’s exchangeObligations, release, (iv) any amendment or waiver of of, any Collateral;
(vii) consent given under or any Guaranteed Party’s exercise action taken or nonexercise of any power, right or remedy omission to act with respect to any of the Collateralterms or provisions of the Note Documents, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, and (v) any other Loan Party act or thing or omission, or delay to do any other Person;
(viii) any Guaranteed Party’s voteact or thing, claim, distribution, election, acceptance, action or inaction which might in any Insolvency Proceeding related manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Guaranty and Pledge Agreement (Arison Micky 1994 B Trust)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional, unconditional and shall not be affected by any circumstance which might constitute constitutes a legal or equitable discharge of a guarantor or surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed the Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this This Guaranty is a guaranty of payment when due and not merely of collectibility;.
(cb) the Guaranteed Parties The Bank may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default under the Credit Agreement notwithstanding the existence of any dispute between any of the Guaranteed Parties Bank and any Designated Borrower the Borrowers with respect to the existence of such Event of Default;.
(c) The obligations of the Guarantor hereunder are independent of the obligations of the Borrowers under the Loan Documents and the obligations of any other guarantor of the obligations of the Borrowers under the Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor whether or not any action is brought against any Borrower or any of such other guarantors and whether or not any Borrower is joined in any such action or actions.
(d) the The Guarantor’s 's payment of a portion, but not all, of the Guaranteed Guarantied Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Guarantied Obligations remaining unsatisfied; andwhich has not been paid. Without limiting the generality of the foregoing, if the Bank is awarded a judgment in any suit brought to enforce the Guarantor's covenant to pay a portion of the Guarantied Obligations, such judgment shall not be deemed to release the Guarantor from its covenant to pay the portion of the Guarantied Obligations that is not the subject of such suit.
(e) The Bank, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of the Guarantor’s 's liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guarantied Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guarantied Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guarantied Obligations and take and hold security for the payment of this Guaranty or the Guarantied Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guarantied Obligations, any other guaranties of the Guarantied Obligations, or any other obligation of any Person with respect to the Guaranteed Guarantied Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of the Bank in respect of this Guaranty or the Guarantied Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Bank may have against any such security, as the Bank in its discretion may determine consistent with the Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against any Borrower or any security for the Guarantied Obligations; and (vi) exercise any other rights available to it under the Loan Documents.
(f) This Guaranty and the obligations of the Guarantor hereunder shall remain in full force be valid and effect without regard to, enforceable and shall not be impaired subject to any reduction, limitation, impairment, discharge or affected bytermination for any reason (other than indefeasible payment in full of the Guarantied Obligations), nor shall including without limitation the occurrence of any of the following, whether or not the Guarantor be exonerated shall have had notice or discharged byknowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guarantied Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the following events:
terms or provisions (iincluding without limitation provisions relating to events of default) any Insolvency Proceeding with respect to any Designated Borrower, of the GuarantorCredit Agreement, any of the other Loan Party Documents or any other Person;
(ii) any limitation, dischargeagreement or instrument executed pursuant thereto, or cessation of any other guaranty or security for the Guarantied Obligations, in each case whether or not in accordance with the terms of the liability of any Designated Borrower, the Guarantor, any other Credit Agreement or such Loan Party Document or any agreement relating to such other Person for any Guaranteed Obligations due to any statute, regulation guaranty or rule of lawsecurity; (iii) the Guarantied Obligations, or any invalidity agreement relating thereto, at any time being found to be illegal, invalid or unenforceability unenforceable in whole any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents or in part from the proceeds of any security for the Guarantied Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guarantied Obligations) to the payment of indebtedness other than the Guaranteed Obligations or Guarantied Obligations, even though the Loan Documents;
(iii) Bank might have elected to apply such payment to any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any part or all of the assets Guarantied Obligations; (v) the Bank's consent to the change, reorganization or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment termination of the Guaranteed Obligations, corporate structure or existence of the Company or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in its Subsidiaries and to any corresponding restructuring of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
Guarantied Obligations; (vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation failure to perfect or surrender continue perfection of a security interest in any Loan Document, collateral which secures any Guaranteed of the Guarantied Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
; (vii) any Guaranteed Party’s exercise defenses, set-offs or nonexercise of counterclaims that any power, right Borrower may allege or remedy with assert against the Bank in respect to any of the CollateralGuarantied Obligations, including any Guaranteed Party’s compromisebut not limited to failure of consideration, releasebreach of warranty, settlement or waiver with or statute of any Designated Borrowerfrauds, any other Loan Party or any other Person;
statute of limitations, and usury, but excluding payment defenses; and (viii) any Guaranteed Party’s voteother act or thing or omission, claimor delay to do any other act or thing, distribution, election, acceptance, action which may or inaction might in any Insolvency Proceeding related manner or to any extent vary the Guaranteed Obligations;
(ix) any impairment or invalidity of any risk of the Collateral or any other collateral securing any Guarantor as an obligor in respect of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyGuarantied Obligations.
Appears in 1 contract
Samples: Subsidiary Guaranty Agreement (Systems & Computer Technology Corp)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties a. County may enforce this Guaranty upon the occurrence of a breach by Contractor of any of the Guaranteed Obligations (following the expiration of any notice and during cure period set forth in the continuance of an Event of Default Agreement and applicable to such breach), notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower or among County, Contractor with respect to the existence of such Event of Default;a breach.
(d) the b. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed.
c. County, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) with respect to the financial obligations of Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Person with respect to the Guaranteed Party’s interests Obligations, (v) enforce and apply any security hereafter held by or for the benefit of County in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that County may have against any such security, as County in its discretion may determine, and (vi) exercise any other rights available to it under the Agreement.
d. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral;
following, whether or not Guarantor will have had notice or knowledge of any of them: (vi) any claimfailure or omission to assert or enforce or agreement or election not to assert or enforce, defenseor the stay or enjoining, counterclaim by order of court, by operation of law or setoffotherwise, other than that of prior performance, that any Designated Borrower, the Guarantorexercise or enforcement of, any other Loan Party claim or other Person may have demand or assertany right, including power or remedy (whether arising under the Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any defense of incapacity agreement or lack of corporate instrument relating thereto; (ii) any rescission, waiver, amendment or other authority modification of, or any consent to execute departure from, any of the Loan Documents;
terms or provisions (viincluding without limitation provisions relating to events of default) of the Agreement; (iii) County’s consent to the change, reorganization or termination of the corporate structure or existence of Contractor; and (iv) any Guaranteed Party’s amendmentdefenses, modification, renewal, extension, cancellation set-offs or surrender counterclaims Contractor may allege or assert against County in respect of any Loan Document, any the Guaranteed Obligations, or any Collateralincluding but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, or any Guaranteed Party’s exchange, releaseother act or thing or omission, or waiver delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed Obligations except and only to the extent any Collateral;defenses, set-offs, or counterclaims are actually allowed either by the arbitrator pursuant to the Dispute Resolution Provision or by a court of competent jurisdiction.
(vii) any e. It is the intent of the parties that the Guarantor’s liability for the Guaranteed Party’s exercise Obligations shall be limited to that of Contractor, and that this instrument shall not impose greater obligations upon the Guarantor than would be owed to the County by Contractor. Any final determination either by an arbitrator pursuant to the Dispute Resolution Provision or nonexercise by a court of any power, right or remedy competent jurisdiction with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver Obligations shall establish the limits of this Guaranty with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction respect thereto. Nothing in any Insolvency Proceeding related to this Section shall affect the Guaranteed Obligations;
(ix) any impairment or invalidity of any enforceability of the Collateral or any other collateral securing any Guarantor’s waiver of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guarantydefenses, whether by the Guarantor or any other Personsubrogation rights, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyand reimbursement rights set forth in Sections 5 and 6.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower the Company or any other Person, or against any Collateralcollateral securing the Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrowerthe Company, the Guarantor, any other Loan Party or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrowerthe Company, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Guarantor Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrowerthe Company, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrowerthe Company, the Guarantor, any other Loan Party or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Guarantor Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of collateral securing the CollateralGuaranteed Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrowerthe Company, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Guarantor Documents;
(viF) any Guaranteed Party’s amendment, waiver, modification, renewal, extension, cancellation or surrender of any Loan DocumentDocument (including any change in the amount, interest rate or due date of the Guaranteed Obligations), any Guaranteed Obligations, or any Collateralcollateral securing the Guaranteed Obligations, or any Guaranteed Party’s exchange, release, or waiver of any Collateralcollateral securing the Guaranteed Obligations;
(viiG) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of collateral securing the CollateralGuaranteed Obligations, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrowerthe Company, any other Loan Party or any other Person;
(viiiH) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixI) any impairment or invalidity of any of collateral securing the Collateral Guaranteed Obligations or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and;
(xJ) any act or failure to act by the Company, any other Loan Party or any other Person which may adversely affect the Guarantor’s subrogation rights, if any, against the Company to recover payments made under this Guaranty;
(K) any defect, limitation or insufficiency in the borrowing powers of the Company or in the exercise thereof;
(L) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower the Company to any Guaranteed Party; and
(M) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Guarantor hereunder (other than termination of this Guaranty in accordance with the terms hereof).
Appears in 1 contract
Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower or any other Personperson (including, without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any of debt, obligation or liability as provided in the Guaranteed Parties and any Designated Borrower with respect to Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the existence of such Event of Default;
(d) the Guarantor’s payment event of a portiondefault under the Loan Documents, but not allLender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eCollateral) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guarantor’s liability with respect indebtedness guaranteed hereby is partially paid by reason of the election of Lender to pursue any of the Guaranteed Obligations remedies available to Lender, or is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall remain liable for the entire remaining unpaid balance of the indebtedness guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not be impaired seek or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party cause Borrower or any other Person;
(ii) any limitationperson or entity to seek a supplemental stay or other relief, dischargewhether injunctive or otherwise, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party pursuant to 11 U.S.C. ss.105 or any other Person for any Guaranteed Obligations due to any statuteprovision of the Bankruptcy Reform Act of 1978, regulation or rule of lawas amended, or any invalidity other debtor relief law (whether statutory, common law, case law or unenforceability in whole or in part otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Guaranteed Obligations Lender to enforce any rights of Lender against Guarantor or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure Collateral by virtue of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, otherwise. No exculpatory or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any similar provision of the Loan Documents;
(vi) any Guaranteed Party’s amendmentDocuments which limits, modification, renewal, extension, cancellation or surrender of any Loan Documentrelieves Borrower from, any Guaranteed Obligationspersonal or direct liability of Borrower under the Loan Documents shall limit or relieve Guarantor from any such liability, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any it being the intention of the Collateral, including parties hereto that Guarantor be liable for all obligations of the Borrower under any Guaranteed Party’s compromise, release, settlement provision of the Loan Documents notwithstanding any such exculpatory or waiver with or similar provision. The obligations of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction Guarantor and the rights of Lender hereunder are in any Insolvency Proceeding related addition to the Guaranteed Obligations;
(ix) any impairment or invalidity obligations of any Guarantor and the rights of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) Lender under any other guaranty, whether indemnity or other agreement given by Guarantor to Lender in connection with the Loan, and payments made hereunder shall not reduce the liabilities and obligations of Guarantor or under any other Personsuch guaranty, of all indemnity or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyagreement.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s 's exercise or enforcement of any remedy it may have against any Designated Borrower other Loan Party or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower Subsidiary Obligor with respect to the existence of such Event of Default;
(div) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Credit Agreement (Jacobs Engineering Group Inc /De/)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Partythe Lender’s exercise or enforcement of any remedy it may have against the Obligor, any Designated Borrower other Credit Party or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties Lender may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties Lender and any Designated Borrower the Obligor with respect to the existence of such Event of Default;
(div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
: (iA) any Insolvency Proceeding with respect to any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Finance Documents;
; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrowerthe Obligor, the Guarantor or any other Loan Credit Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Partythe Lender’s interests in and rights under this Guaranty or the other Loan Finance Documents, including any Guaranteed Partythe Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Partythe Lender’s interests in and to any of the Collateral;
; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Finance Documents;
; (viF) any Guaranteed Partythe Lender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Finance Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Partythe Lender’s exchange, release, or waiver of any Collateral;
; (viiG) any Guaranteed Partythe Lender’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Partythe Lender’s compromise, release, settlement or waiver with or of any Designated Borrowerthe Obligor, the Guarantor, any other Loan Credit Party or any other Person;
; (viiiH) any Guaranteed Partythe Lender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
; (ixI) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Lender’s Liens of the Guaranteed Parties thereon or therein; and
and (xJ) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower the Obligor to any Guaranteed Partythe Lender.
Appears in 1 contract
Samples: Guaranty (Invisa Inc)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor Guarantor, and shall not be contingent upon any Guaranteed PartyPark Cattle’s exercise or enforcement of any remedy it may have against any Designated Borrower the Obligors or any other Person, or against any Collateral;person.
(b) Park Cattle may enforce this Guaranty is a guaranty with respect to the Lease, upon the occurrence of payment when due and not merely of collectibility;any breach or default affecting the Lease upon written notice to Guarantor.
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and.
(ed) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrowerinsolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Obligors, Guarantor, any other Loan Party guarantor or any other Personperson or entity;
(ii) any limitation, discharge, or cessation of the liability of any Designated BorrowerObligors, the Guarantor, any other Loan Party guarantor or any other Person person or entity for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan DocumentsLease;
(iii) any merger, acquisition, consolidation or change in structure of any Designated BorrowerObligors, the Guarantor or any other Loan Party guarantor or Personperson, or any sale, lease, transfer or other disposition of any or all of the assets or shares ownership interests of any Designated BorrowerObligors, the Guarantor, any other Loan Party guarantor or other Personperson or entity;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed PartyPark Cattle’s interests in and rights under this Guaranty or the other Loan DocumentsLease, including any Guaranteed PartyPark Cattle’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed PartyPark Cattle’s interests in and to any of the CollateralGuaranteed Obligations;
(v) any claim, defense, counterclaim or setoff, other than that of full prior performance, that any Designated BorrowerObligors, the Guarantor, any other Loan Party guarantor or other Person party may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan DocumentsLease;
(vi) any Guaranteed PartyPark Cattle’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, the Lease or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed PartyPark Cattle’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;; or
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xviii) any other guaranty, whether by the Guarantor or any other Personparty, of all or any part of the Guaranteed Obligations Obligations, or any other indebtedness, obligations or liabilities of any Designated Borrower Obligors to any Guaranteed PartyPark Cattle.
Appears in 1 contract
Samples: Montbleu Lease Amendment (Tropicana Entertainment Inc.)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
: (ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed PartyLender’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other person or entity (“Person”), or against any Collateral;
collateral for any Obligations; (bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
; (ciii) the Guaranteed Parties Lender may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default a default notwithstanding the existence of any dispute between any of the Guaranteed Parties Lender and any Designated Borrower with respect to the existence of such Event of Default;
default; (div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
and (ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party guarantor or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
Obligations; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party guarantor or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and rights under this Guaranty or the other Loan DocumentsGuaranty, including any Guaranteed Partyincluding, without limitation, Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed PartyLender’s interests in and to any of collateral securing the Collateral;
Obligations; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including including, without limitation, any defense of incapacity or lack of corporate or other authority to execute or deliver the Note or this Guaranty or any of the Loan Documents;
other document related thereto; (viF) any Guaranteed Party’s amendmentdirection of application of payment to Borrower, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerGuarantor, any other Loan Party guarantor or any other Person;
; and (viiiG) any Guaranteed PartyLender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Equity Purchase Agreement (Wireless Facilities Inc)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties a. TxDOT may enforce this Guaranty upon the occurrence and during of a breach by the continuance Maintenance Contractor of an Event any of Default the Guaranteed Obligations, notwithstanding the existence of any dispute between any of TxDOT and the Guaranteed Parties and any Designated Borrower Maintenance Contractor with respect to the existence of such Event of Default;a breach.
(d) the b. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed.
c. TxDOT, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) with respect to the financial obligations of the Maintenance Contractor, if and as permitted by the Maintenance Contract, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other guarantees Texas Department of Transportation EXHIBIT 9 Execution Version Horseshoe Project Page 4 of 11 Capital Maintenance Agreement Ex. 9 – Form of Guaranty of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force payment and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any performance of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;, (v) enforce and apply any security hereafter held by or for the benefit of TxDOT in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that TxDOT may have against any such security, as TxDOT in its discretion may determine, and (vi) exercise any other rights available to it under the CMA Documents.
d. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (ix) any impairment or invalidity other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral following, whether or not Guarantor will have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any other collateral securing any of right, power or remedy (whether arising under the CMA Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any failure agreement or instrument relating thereto; (ii) any rescission, waiver, amendment or modification of, or any consent to perfect departure from, any of the Liens terms or provisions (including without limitation provisions relating to events of default) of the CMA Documents or any agreement or instrument executed pursuant thereto; (iii) TxDOT’s consent to the change, reorganization or termination of the corporate structure or existence of the Maintenance Contractor; (iv) any defenses, set- offs or counterclaims that the Maintenance Contractor may allege or assert against TxDOT in respect of the Guaranteed Parties thereon or therein; and
(x) any other guarantyObligations, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyexcept as provided in Section 21.
Appears in 1 contract
Samples: Capital Maintenance Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Authority may enforce this Guaranty upon the occurrence and during of a breach by the continuance Contractor of an Event any of Default the Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties Authority and any Designated Borrower the Contractor with respect to the existence of such Event of Default;
(d) the a breach. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may: - with respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations - settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, - request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, - release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) , - enforce and apply any impairment security hereafter held by or invalidity of any for the benefit of the Collateral Authority in respect of this Guaranty or any other collateral securing any of the Guaranteed Obligations and direct the order or any failure to perfect any manner of the Liens of the Guaranteed Parties thereon sale thereof, or therein; and
(x) exercise any other guarantyright or remedy that the Authority may have against any such security, whether by as the Guarantor or any other PersonAuthority in its discretion may determine, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.and
Appears in 1 contract
Samples: Design Build Services Agreement
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower other Loan Party or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default to the extent any Guaranteed Obligations are then due and payable, notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral, in each of the foregoing cases to the extent such assignment or other transfer is made pursuant to Section 16(b) of this Guaranty;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viiiH) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixI) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein;
(J) any acts of any Governmental Authority of or in any jurisdiction affecting any Designated Borrower, the Guarantor, any other Loan Party or other Person, including any restrictions on the conversion or exchange of currency or repatriation or control of funds, a declaration of banking moratorium or any suspension of payments by banks in any jurisdiction or the imposition by any jurisdiction or any Governmental Authority thereof or therein of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, or any total or partial expropriation, confiscation, nationalization or requisition of any such Person’s property; any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in any jurisdiction; or any economic, political, regulatory or other events in any jurisdiction; and
(xK) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Company Guaranty (Verisign Inc/Ca)
Liability of Guarantor. The liability of the Guarantor under this Guaranty Section 11.18 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the each Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon the Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's exercise or enforcement of any remedy it may have against any Designated Borrower of the other Companies or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties Agent, the Issuing Bank and the Banks may enforce this Guaranty Section 11.18 upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of among the Guaranteed Parties Agent, the Issuing Bank and the Banks and any Designated Borrower Company with respect to the existence of such Event of Default;
(div) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of the any Designated Borrower, the Guarantor, any other Loan Party Company or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Company or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Company or any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of the Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) the Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) the Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viiiH) the Agent's, the Issuing Bank's or any Guaranteed Party’s Bank's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;Proceeding; or
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower Company to any Guaranteed Partythe Agent or the Banks.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Buyer may enforce this Guaranty upon the occurrence and during of a breach by Seller of any of the continuance of an Event of Default Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties Seller and any Designated Borrower Buyer with respect to the existence of any such Event of Default;breach.
(db) the Guarantor’s payment 's performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the those Guaranteed Obligations remaining unsatisfied; andthat have not been performed.
(ec) Buyer, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of Guarantor’s 's liability hereunder, from time to time may (i) with respect to Seller's financial obligations, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations shall remain in full force and effect without regard toObligations, and shall not be impaired or affected by, nor shall subordinate the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect same to any Designated Borrower, the Guarantor, payment of any other Loan Party or any other Person;
(ii) any limitation, dischargeobligations, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets above, (ii) settle, compromise, release or shares discharge, or accept or refuse any offer of any Designated Borrowerperformance with respect to, or substitutions for, the GuarantorGuaranteed Obligations or any agreement relating thereto, any (iii) request and accept other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, guarantees of any the Guaranteed Party’s interests in Obligations and rights under take and hold security for the payment of this Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;, (v) enforce and apply any security hereafter held by or for the benefit of Buyer in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof or exercise of any other right or remedy that Buyer may have against any such security, as Buyer in its discretion may determine, and (vi) exercise any other rights available to it under the Purchase Agreement.
(ixd) This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any impairment reduction, limitation, impairment, discharge or invalidity termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral following, whether or not Guarantor will have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of any claim or demand or any other collateral securing any of right, power or remedy (whether arising under the Purchase Agreement, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any failure agreement or instrument relating thereto; (ii) any rescission, waiver, amendment or modification of, or any consent to perfect departure from, any of the Liens terms or provisions (including without limitation provisions relating to events of default) of the Purchase Agreement or any agreement or instrument executed pursuant thereto; (iii) Buyer's consent to the change, reorganization or termination of the corporate structure or existence of Seller; (iv) any defenses, set-offs or counterclaims Seller or Guarantor may allege or assert against Buyer in respect of the Guaranteed Parties thereon or thereinObligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and
and (xv) any other guarantyact or thing or omission, whether by the Guarantor or delay to do any other Personact or thing, which may or might in any manner or to any extent vary the risk of all or any part Guarantor as an obligor in respect of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyObligations.
Appears in 1 contract
Liability of Guarantor. This is a guaranty of payment and ---------------------- performance and not of collection. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower the Practice or any other Personperson (including, without limitation, other guarantors, if any). Guarantor waives any right to require that an action be brought against the Practice or any other person or to require that resort be had to any collateral or to any balance of any deposit account or credit on the books of EMPLOYEE in favor of the Practice or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, the Practice shall be relieved of or fail to incur any debt, obligation or liability as provided in the Agreement, Guarantor shall nevertheless be fully liable therefor. In the event of a default under the Agreement, EMPLOYEE shall have the right to enforce his rights, powers and remedies thereunder or hereunder, in any order, and all rights, powers and remedies available to EMPLOYEE in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness guaranteed hereby is partially paid by reason of the election of EMPLOYEE to pursue any of the Guaranteed Parties and any Designated Borrower with respect remedies available to the existence of such Event of Default;
(d) the Guarantor’s payment of a portionEMPLOYEE, but not allor is otherwise partially paid, of the Guaranteed Obligations this Guaranty shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not be impaired or affected by, nor shall remain liable for the Guarantor be exonerated or discharged by, any entire remaining unpaid balance of the following events:
(i) indebtedness guaranteed hereby, even though any Insolvency Proceeding with respect to any Designated Borrower, rights which Guarantor may have against the Guarantor, any other Loan Party Practice may be destroyed or any other Person;
(ii) any limitation, discharge, or cessation of diminished by the liability exercise of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partysuch remedy.
Appears in 1 contract
Liability of Guarantor. The liability of the each Guarantor under this Guaranty Section 11.10 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed PartyPerson’s exercise or enforcement of any remedy it may have against any Designated Borrower Holdings or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the such Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Holdings or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Holdings or any other Loan Party Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Holdings or any other Loan Party Guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed PartyPerson’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated BorrowerHoldings, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed PartyPerson’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed PartyPerson’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viiiH) any Guaranteed PartyPerson’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;Proceeding; or
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyPerson.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower the Company with respect to the existence of such Event of Default;
(div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrowerthe Company, the Guarantor, any other Loan Party Guarantor or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrowerthe Company, the Guarantor, any other Loan Party Guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrowerthe Company, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrowerthe Company, the Guarantor, Guarantor or any other Loan Party or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrowerthe Company, the Guarantor, Guarantor or any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party the Company or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixH) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein;
(I) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(J) any acts of any Governmental Authority of or in any jurisdiction affecting the Guarantor or any other Person, including any restrictions on the conversion or exchange of currency or repatriation or control of funds, a declaration of banking moratorium or any suspension of payments by banks in any jurisdiction or the imposition by any jurisdiction or any Governmental Authority thereof or therein of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, or any total or partial expropriation, confiscation, nationalization or requisition of any such Person’s property; any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in any jurisdiction; or any economic political, regulatory or other events in any jurisdiction; and
(xK) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower the Company to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower or any other Personperson (including, without limitation, other guarantors, if any), nor against any property (whether real or personal), rights, estates and interests now or at any time hereafter securing the payment of the Note whether held by Lender or by any person or entity on Lender’s behalf or for Lender’s account (the “Collateral”). Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Code, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any of debt, obligation or liability as provided in the Guaranteed Parties and any Designated Borrower with respect to Note, Guarantor shall nevertheless be fully liable therefor. In the existence of such Event of Default;
(d) the Guarantor’s payment event of a portiondefault under the Note which is not cured within any applicable grace or cure period, but not allLender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ecollateral which is granted or pledged to secure this Guaranty) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the Guarantor’s liability with respect indebtedness and obligations guarantied hereby are partially paid or discharged by reason of the exercise of any of the remedies available to the Guaranteed Obligations Lender, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not remain liable for all remaining indebtedness and obligations guarantied hereby, even though any rights which Guarantor may have against Borrower may be impaired destroyed or affected by, nor shall diminished by the Guarantor be exonerated exercise of any such remedy; and if the indebtedness and obligations guarantied hereby are otherwise partially paid or discharged byfor any reason, any including voluntary payment or prepayment, application of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrowerinsurance proceeds or condemnation awards, the Guarantor, any other Loan Party additional financing or any other Person;
(ii) any limitation, dischargerefinancing, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any sale of the Collateral or any other collateral securing any a portion thereof, with or without the consent or cooperation of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guarantyLender, whether by the this Guaranty shall nevertheless remain in full force and effect, and Guarantor or any other Person, of shall remain liable for all or any part of the Guaranteed Obligations or any other indebtedness, remaining indebtedness and obligations or liabilities of any Designated Borrower to any Guaranteed Partyguarantied hereby.
Appears in 1 contract
Samples: Guaranty (Secured Principal LLC)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower the Company or any other Person, or against any Collateralcollateral;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower the Company with respect to the existence of such Event of Default;
(div) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ev) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrowerthe Company, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrowerthe Company, the Guarantor, any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateralcollateral;
(vE) any claim, defense, counterclaim or setoff, other than that of prior payment or performance, that any Designated Borrowerthe Company, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateralcollateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateralcollateral;
(viiG) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateralcollateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrowerthe Company, any other Loan Party guarantor or any other Person;
(viiiH) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixI) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xJ) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower the Company to any Guaranteed Party.
Appears in 1 contract
Samples: Guaranty (Storage Technology Corp)
Liability of Guarantor. The liability (a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment. Guarantor shall be liable for the payment of the Guarantor under this Guaranteed Obligations as a primary obligor. This Guaranty shall be irrevocable, absolute, independent and unconditionaleffective as a waiver of, and shall not be affected by Guarantor hereby expressly waives, any circumstance and all rights and privileges to which might constitute a discharge of a surety Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, whether existing under statute, at law or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance equity, to require Administrative Agent, on behalf of the foregoing and without limiting the generality thereofLenders, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise to take prior recourse or enforcement of any remedy it may have proceedings against any Designated Borrower collateral, security or any other Person, or against any Collateral;Person (hereinafter defined) whatsoever.
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon Guarantor hereby agrees that the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify one or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any more of the following eventsevents or circumstances shall constitute a default (herein, "EVENT OF DEFAULT") under this Guaranty:
(i) any Insolvency Proceeding with respect to any Designated Borrower, a Default (as defined in the Guarantor, any other Loan Party or any other Person;
(iiCredit Agreement) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor by Borrower or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment part thereof, when such indebtedness becomes due (subject to any applicable grace period), either by its terms or other transfer, in whole or in part, as the result of the exercise of any Guaranteed Party’s interests in and power to accelerate; or
(ii) the failure of Guarantor (subject to any of the Collateral;
applicable grace period) to (vA) any claimpay timely, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing completely and satisfactorily any of the Guaranteed Obligations or any failure to perfect (B) perform timely any of the Liens covenants, terms and conditions of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor this Guaranty or any other PersonLoan Documents applicable to Guarantor; or
(iii) if Guarantor: (1)
(A) executes an assignment for the benefit of creditors, or takes any action in furtherance thereof; or (B) admits in writing its inability to pay, or fails to pay, its debts generally as they become due; or (C) as a debtor, files a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of all and Debtor Relief Laws, or takes any action in furtherance thereof; or (D) seeks the appointment of a receiver, trustee, custodian or liquidator of any significant portion of its property; or (2) suffers the filing of a petition, case, proceeding or other action against it as a debtor under any Debtor Relief Laws or seeking appointment of a receiver, trustee, custodian or liquidator of any significant portion of its property, and (A) admits, acquiesces in or fails to contest diligently the material allegations thereof, or (B) the petition, case, proceeding or other action results in entry of any order for relief or order granting relief sought against it, or (C) in a proceeding under Debtor Relief Laws, the case is converted from one chapter to another, or (D) fails to have the petition, case, proceeding or other action permanently dismissed or discharged on or before the earlier of trial thereon or one hundred twenty (120) days next following the date of its filing; or (3) conceals, removes, or permits to be concealed or removed, any part of the Guaranteed Obligations its property, with intent to hinder, delay or defraud its creditors or any other indebtednessof them, obligations or liabilities makes or suffers a transfer of any Designated Borrower of its property which is fraudulent under any bankruptcy, fraudulent conveyance or similar law; or suffers or permits, while insolvent, any creditor to obtain a lien (other than as described in subparagraph (4) below) upon any Guaranteed Party.of its property through legal proceedings which are not vacated and such lien discharged prior to enforcement thereof and in any event within sixty (60) days from the date thereof; or (4) fails to have discharged within a period of ten (10) days any attachment, sequestration, or similar writ levied upon its property; or (5) fails to pay within thirty (30) days any final (unappealable) money judgment against it; or
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s Lender's exercise or enforcement of any remedy it may have against any Designated Borrower Company or any other person or entity ("Person"), or against any Collateral;
collateral for any Obligations; (bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
; (ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
and (eiv) the Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrowerinsolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Company, Guarantor, any other Loan Party guarantor or any other Person;
; (iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the GuarantorCompany, any other Loan Party guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
Obligations; (iiiC) any merger, acquisition, consolidation or change in structure of any Designated BorrowerCompany, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person;
; (ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Lender's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
Guaranty; (vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated BorrowerCompany, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute or deliver any of the Loan Documents;
Document or this Guaranty or any other document related thereto; (viF) any Guaranteed Party’s amendmentdirection of application of payment to Company, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated BorrowerGuarantor, any other Loan Party guarantor or any other Person;
; and (viiiG) any Guaranteed Party’s Lender's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Guaranty (Cais Internet Inc)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be 2.1 TBC agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional, unconditional and shall not be affected by any circumstance which might constitute constitutes a legal or equitable discharge of a guarantor or surety or guarantor other than the indefeasible payment and performance in full of all the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor TBC agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) that this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of binding upon TBC and its successors and assigns until all the Guaranteed Obligations have been satisfied in full. TBC agrees that the release or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transferdischarge, in whole or in part, or the bankruptcy, liquidation or dissolution of the Subject Subsidiary Borrower, shall not discharge or affect the liabilities of TBC hereunder.
2.2 TBC guarantees that the Guaranteed Obligations will be paid (to the fullest extent permitted by applicable law), strictly in accordance with the terms of the Credit Agreement and this Guaranty, regardless of any Guaranteed Party’s interests law, regulation or order now or hereafter in and effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Agent with respect thereto. The obligations of TBC under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against TBC to enforce this Guaranty, irrespective of whether any action is brought against the Subject Subsidiary Borrower or any other Loan DocumentsBorrower or whether the Subject Subsidiary Borrower or any other Borrower is joined in any such action or actions. The liability of TBC under this Guaranty shall be irrevocable, including absolute and unconditional irrespective of, and TBC hereby irrevocably waives any Guaranteed Party’s right to receive defenses it may now or hereafter have in any way relating to, any or all of the following:
(a) any lack of validity or enforceability of this Guaranty, the Credit Agreement, or any other agreement or instrument respectively relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any assignment other amendment or other transferwaiver of or any consent to departure from this Guaranty or the Credit Agreement (including, in whole or in partwithout limitation, of any Guaranteed Party’s interests in and extension pursuant to any Section 2.21 of the CollateralCredit Agreement);
(vc) any claimtaking, defenseexchange, counterclaim release or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender non-perfection of any Loan Document, any Guaranteed Obligations, collateral or any Collateraltaking, release or any Guaranteed Party’s exchange, release, amendment or waiver of or consent to departure from any Collateral;
(vii) any Guaranteed Party’s exercise other guaranty, for all or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ixd) any impairment change, restructuring or invalidity of any termination of the Collateral corporate structure or existence of the Subject Subsidiary Borrower or any other collateral securing Borrower; or
(e) any other circumstance, (including, without limitation, any statute of limitations to the fullest extent permitted by applicable law) which might otherwise constitute a defense available to, or a discharge of, TBC, the Subject Subsidiary Borrower, any other Borrower or any other guarantor (other than indefeasible payment in full of the Guaranteed Obligations). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or any failure to perfect must otherwise be returned by any of the Liens Lenders or the Agent upon the insolvency, bankruptcy or reorganization of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor Subject Subsidiary Borrower or any other PersonBorrower or otherwise, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyas though such payment had not been made.
Appears in 1 contract
Liability of Guarantor. This is a guaranty of payment and ---------------------- performance and not of collection. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower the Practice or any other Personperson (including, without limitation, other guarantors, if any). Guarantor waives any right to require that an action be brought against the Practice or any other person or to require that resort be had to any collateral or to any balance of any deposit account or credit on the books of PHC-SUB in favor of the Practice or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, the Practice shall be relieved of or fail to incur any debt, obligation or liability as provided in the PM Agreement, Guarantor shall nevertheless be fully liable therefor. In the event of a default under the PM Agreement, PHC-SUB shall have the right to enforce its rights, powers and remedies thereunder or hereunder, in any order, and all rights, powers and remedies available to PHC-SUB in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness guaranteed hereby is partially paid by reason of the election of PHC-SUB to pursue any of the Guaranteed Parties and any Designated Borrower with respect remedies available to the existence of such Event of Default;
(d) the Guarantor’s payment of a portionPHC-SUB, but not allor is otherwise partially paid, of the Guaranteed Obligations this Guaranty shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not be impaired or affected by, nor shall remain liable for the Guarantor be exonerated or discharged by, any entire remaining unpaid balance of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation Applicable Percentage of the liability indebtedness guaranteed hereby, even though any rights which Guarantor may have against the Practice may be destroyed or diminished by the exercise of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partysuch remedy.
Appears in 1 contract
Samples: Practice Management Agreement (Physician Health Corp)
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty guarantee of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default[Reserved];
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated BorrowerXxxxxxxx, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Guarantor or other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xix) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any collateral that any Guaranteed Party may from time to time acquire as security for the Guaranteed Obligations (“Collateral”), provided that nothing in this Guaranty shall be construed as imposing any obligation on the Guarantor or any other Loan Party to provide any Collateral for the Guaranteed Obligations;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(ed) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated the Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated the Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated the Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated the Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated the Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents, but, subject to Section 15, excluding the defense of payment;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated the Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated the Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any Designated Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Authority may enforce this Guaranty upon the occurrence and during of a breach by the continuance Contractor of an Event any of Default the Guaranteed Obligations, notwithstanding the existence of any dispute between any of the Guaranteed Parties Authority and any Designated Borrower the Contractor with respect to the existence of such Event of Default;
(d) the a breach. Guarantor’s payment performance of a portionsome, but not all, of the Guaranteed Obligations shall will in no way limit, affect, modify or abridge the Guarantor’s liability for those Guaranteed Obligations that have not been performed. The Authority, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any portion reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may do the following: - With respect to the financial obligations of the Contractor, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations - Settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, - Request and accept other guarantees of the Guaranteed Obligations remaining unsatisfied; and
(e) and take and hold security for the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any payment of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the Guaranteed Obligations, - Release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other Loan Documents, including any Guaranteed Party’s right to receive payment guarantees of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, obligation of any Person with respect to the Guaranteed Party’s interests Obligations, - Enforce and apply any security hereafter held by or for the benefit of the Authority in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Authority may have against any such security, as the Authority in its discretion may determine, and - Exercise any other rights available to it under the Contract Documents. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including without limitation the occurrence of any of the Collateral;
(v) following, whether or not Guarantor will have had notice or knowledge of any claimof them: - Any failure or omission to assert or enforce or agreement or election not to assert or enforce, defenseor the stay or enjoining, counterclaim by order of court, by operation of law or setoffotherwise, other than that of prior performance, that any Designated Borrower, the Guarantorexercise or enforcement of, any other Loan Party claim or other Person may have demand or assertany right, including power or remedy (whether arising under the Contract Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any defense of incapacity agreement or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, instrument relating thereto; - Any modification, renewalagreement or stipulation between the Contractor and Authority or their respective successors and assigns, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement Contract Documents or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) ; or any impairment or invalidity of consent to departure from, any of the Collateral terms or provisions (including without limitation provisions relating to events of default) of the Contract Documents or any other collateral securing any agreement or instrument executed pursuant thereto; - The Authority’s consent to the change, reorganization or termination of the corporate structure or existence of the Contractor; - Any defenses, set-offs or counterclaims that the Contractor may allege or assert against the Authority in respect of the Guaranteed Obligations, except as provided in the “Permitted Defenses; Contract Amendments” clause of this Guaranty; - Any failure to enforce the Guaranteed Obligations or any failure to perfect of the terms, covenants or conditions contained in any of the Liens of the Guaranteed Parties thereon Contract Documents or thereinany modification thereof; and
(x) any other guaranty, whether - Any waiver by the Guarantor or any other Person, of all or any part Authority of the Guaranteed Obligations that is not in writing and signed by the authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said waiver; - Any release of the Contractor from liability that is not in writing and signed by the Authority’s authorized representative or that is made in the context of a bankruptcy or insolvency proceeding in which the Contractor is the debtor, unless otherwise specified in said release; or - Any other act or thing or omission, or delay to do any other indebtednessact or thing, obligations which may or liabilities of might in any Designated Borrower manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed PartyObligations.
Appears in 1 contract
Samples: Design Build Services Agreement
Liability of Guarantor. 2.1 The liability of the Guarantor under on this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s the exercise or enforcement by Standard Federal of any remedy whatever remedies it may have against any Designated the Borrower or others, or the enforcement of any other Personlien or realization upon any security or collateral Standard Federal may at any time possess. Any one or more successive and/or concurrent actions may be brought hereon against Guarantor either in the same action, if any, brought against Borrower or in separate actions, as often as Standard Federal, in it sole discretion, may deem advisable. No election to proceed in one form of action or proceeding, or against any Collateral;
(b) this Guaranty is party, or on any obligation, shall constitute a guaranty waiver of payment when due and not merely Standard Federal's right to proceed in any other form of collectibility;
(c) action or proceeding or against other parties unless Standard Federal has expressly waived such right in writing. Specifically, but without limiting the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any generality of the Guaranteed Parties and foregoing, no action or proceeding by Standard Federal against Borrower under any Designated Borrower with respect document or instrument evidencing or securing the Indebtedness shall serve to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of diminish the liability of any Designated Borrower, the Guarantor, any other Loan Party except to the extent Standard Federal realizes payment by such action or any other Person for any Guaranteed Obligations due to any statuteproceeding, regulation or rule of law, or any invalidity or unenforceability in whole or in part notwithstanding the effect of any such action or proceeding upon Guarantor's right of subrogation against Borrower. Receipt by Standard Federal of payment or payments with knowledge of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure breach of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy provision with respect to any of the CollateralIndebtedness shall not, including any Guaranteed Party’s compromiseas to the Guarantor, releasebe deemed a waiver of such breach. All rights, settlement or waiver with or powers and remedies of any Designated Borrower, Standard Federal hereunder and under any other Loan Party agreement now or at any time hereafter in force between Standard Federal and the Guarantor shall be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Standard Federal by law.
2.2 Guarantor agrees that its liability hereunder is absolute and unconditional and that Standard Federal shall not be obligated (although it may do so at its sole option) before being entitled to direct recourse against Guarantor to take any steps, whatsoever to preserve, protect, accept, perfect Standard Federal's interest in, foreclose upon or realize on collateral security, if any, for the payment of the Indebtedness or any other Person;guaranty of the Indebtedness or in any other respect exercise any diligence whatever in collecting or attempting to collect the Indebtedness by any means.
2.3 The liability of the Guarantor shall in no way be affected or impaired by:
(viiia) any Guaranteed Party’s voteamendment, claimalteration, distributionextension, electionrenewal, acceptancewaiver, action indulgence or inaction in any Insolvency Proceeding related to other modification of the Guaranteed Obligations;
Indebtedness; (ixb) any impairment settlement or invalidity compromise in connection with the Indebtedness; (c) any subordination of any of payments under the Collateral or Indebtedness to any other collateral securing any of the Guaranteed Obligations debt or any failure to perfect any of the Liens of the Guaranteed Parties thereon or thereinclaim; and
(xd) any substitution, exchange, release or other guaranty, whether by the Guarantor or any other Person, disposition of all or any part of the Guaranteed Obligations Indebtedness; (e) any failure, delay, neglect, act or omission by Standard Federal to act in connection with the Indebtedness; (f) any advances for the purpose of performing any covenant of agreement of the Borrower, or curing any breach; (g) the filing by or against Borrower of bankruptcy, insolvency, reorganization or other debtor's relief afforded Borrower pursuant to the present or future provisions of the Bankruptcy Code or any other indebtedness, obligations state or liabilities federal statute or by the decision of any Designated court; or (h) any other matter whether similar or dissimilar to the foregoing. The obligations of Guarantor are unconditional, notwithstanding any defect in the genuineness, validity, regularity or enforceability of the Indebtedness or any other circumstances whether or not referred to herein, which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.
2.4 The Guarantor hereby waives each and every defense which, under principles of guaranty or suretyship law or otherwise, would otherwise operate to impair or diminish the liability of Guarantor hereunder, including, without limitation: (a) notice of acceptance of this Guaranty and of creations of Indebtedness of Borrower to Standard Federal; (b) any Guaranteed Partysubrogation to the rights of Standard Federal against Borrower until the Indebtedness has been paid in full; (c) presentment and demand for payment of any Indebtedness of Borrower; (d) protest, notice or protest, and notice of dishonor or default to the Guarantor or to any other party with respect to any of the Indebtedness; (e) all other notices to which the Guarantor might otherwise be entitled; (f) any demand for payment under this Guaranty; (g) any defense arising by reason of any disability or other defense of Borrower by reason of the cessation from any cause whatsoever of the liability of the Borrower; (h) any rights to extension, composition or otherwise under the Bankruptcy Code or any amendments thereof, or under any state or other federal statute; and (i) any right or claim or claim of right to cause a marshalling of Borrower's assets. No notice to or demand on the Guarantor shall be deemed to be a waiver of the obligation of the Guarantor or of the right of Standard Federal to take further action without notice or demand as provided herein; nor in any event shall any modification or waiver of the provisions of this Guaranty be effective unless in writing nor shall any such waiver be applicable except in the specific instance for which given.
Appears in 1 contract
Samples: Guaranty (McClain Industries Inc)
Liability of Guarantor. This is a guaranty of payment and performance and ---------------------- not of collection. The liability of Guarantor hereunder shall be joint and several with any other guarantors of the obligations guaranteed hereby. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent direct and unconditional, immediate and shall not be affected by any circumstance which might constitute a discharge of a surety conditional or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement the pursuit of any remedy it may have remedies against any Designated Borrower or any other Personperson (including, without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or against any Collateral;
other debtor relief law (bwhether statutory, common law, case law, or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any of debt, obligation, or liability as provided in the Guaranteed Parties and any Designated Borrower with respect to Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the existence of such Event of Default;
(d) the Guarantor’s payment event of a portiondefault under the Loan Documents, but not allLender shall have the right to enforce its rights, powers, and remedies (including, without limitation, foreclosure of the Guaranteed Obligations shall in no way limit, affect, modify all or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eCollateral) thereunder or hereunder, in any order, and all rights, powers, and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guarantor’s liability with respect indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to the Guaranteed Obligations Lender, this Guaranty shall nevertheless remain in full force and effect without regard toeffect, and Guarantor shall not remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Guarantor may have against Borrower may be impaired destroyed or affected by, nor shall diminished by the Guarantor be exonerated exercise of any such remedy; and if the indebtedness and obligations guaranteed hereby are otherwise partially paid or discharged byfor any reason, any including voluntary payment or prepayment, application of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrowerinsurance proceeds or condemnation awards, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, dischargeadditional financing, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of lawrefinancing, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any sale of the Collateral or any other collateral securing any a portion thereof, with or without the consent or cooperation of Lender, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining indebtedness and obligations guaranteed hereby. Guarantor covenants and agrees that, upon the Guaranteed Obligations commencement of a voluntary or any failure to perfect any of the Liens of the Guaranteed Parties thereon involuntary bankruptcy proceeding by or therein; and
(x) any other guarantyagainst Borrower, whether by the Guarantor shall not seek or cause Borrower or any other Personperson or entity to seek a supplemental stay or other relief, of all whether injunctive or any part of the Guaranteed Obligations otherwise, pursuant to 11 U.S.C. 105 or any other indebtednessprovision of the Bankruptcy Reform Act of 1978, obligations as amended, or liabilities any other debtor relief law (whether statutory, common law, case law, or otherwise) of any Designated jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce, or inhibit the ability of Lender to enforce any rights of Lender against Guarantor or the Collateral by virtue of this Guaranty or otherwise. No exculpatory or similar provision of the Loan Documents which limits, or relieves Borrower or any other person or entity from, any personal or direct liability of Borrower under the Loan Documents shall limit or relieve Guarantor from any such liability, it being the intention of the parties hereto that Guarantor be liable for all obligations of the Borrower under any provision of the Loan Documents notwithstanding any such exculpatory or similar provision. The obligations of Guarantor and the rights of Lender hereunder are in addition to the obligations of Guarantor and the rights of Lender under any Guaranteed Partyother guaranty or indemnity agreement given by Guarantor to Lender in connection with the Loan, and payments made under one guaranty or indemnity agreement shall not reduce the liabilities and obligations of Guarantor under any other guaranty or indemnity agreement.
Appears in 1 contract
Samples: Unconditional Guaranty of Payment and Performance (Emeritus Corp\wa\)
Liability of Guarantor. The Landlord's rights and a Guarantor's liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent clauses 20.6 and unconditional, and shall 20.7 are not be prejudiced or affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as followsby:
(a1) the granting of any time, credit, forbearance, indulgence or concession by the Landlord to the Tenant or any Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation ;
(2) any absolute or partial release of the Tenant or any Guarantor and shall not be contingent upon or any Guaranteed Party’s exercise compromise with the Tenant or enforcement any Guarantor;
(3) any variation of this Lease, extension or renewal of the Term, holding over or continued occupation of the Premises by the Tenant;
(4) any composition, compromise, release, discharge, arrangement, abandonment, waiver, variation, relinquishment or renewal of any remedy it may have against security or right by the Landlord;
(5) any Designated Borrower assignment of this Lease or sublease of any part of the Premises;
(6) the termination of this Lease;
(7) the fact that the Rent or any other Personmoney may not be recoverable, may cease to be recoverable or against may never have been recoverable or that any Collateraltransaction affecting the Rent or the obligations contained in this Lease is or was wholly or partially void, voidable or unenforceable;
(b8) any failure to sue or agreement not to sue or any dealing, act or omission (whether constituting a waiver, election, estoppel or otherwise) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) by the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower Landlord with respect to the existence of such Event of DefaultRent, other money payable or the obligations under this Lease;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i9) any Insolvency Proceeding with respect to any Designated Borrowerfact, circumstance, legal disability or incapacity which would otherwise release the Guarantor, any other Loan Party Tenant or any other PersonGuarantor from its obligations;
(ii10) non-execution of this Lease by one or more of the persons named as Guarantor or the unenforceability of this guarantee and indemnity against one or more of the Guarantors;
(11) the exercise or purported exercise by the Landlord of its right of re- entry; or
(12) any limitationother matter or thing which, dischargebut for this clause, would modify or cessation of abrogate the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Samples: Lease Agreement
Liability of Guarantor. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Partythe Lender’s exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any Collateral;
(b) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties Lender may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties Lender and any Designated the Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person;
(ii) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Party.
Appears in 1 contract
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Subject Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
(ai) the Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon the Agent's or any Guaranteed Party’s Bank's exercise or enforcement of any remedy it may have against any Designated the Borrower or any other Person, or against any Collateralsecurity at any time securing the Subject Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(diii) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Subject Obligations shall in no way limit, affect, modify or abridge the Guarantor’s 's liability for any portion of the Guaranteed Subject Obligations remaining unsatisfied; and
(eiv) the Guarantor’s 's liability with respect to the Guaranteed Subject Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person, or any liquidation, winding up or dissolution of the Borrower, the Guarantor, any other guarantor or any other Person;
(iiB) any limitation, discharge, or cessation of the liability of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person for any Guaranteed Subject Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Subject Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated the Borrower, the Guarantor or any other Loan Party guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of the Agent's or any Guaranteed Party’s Bank's interests in and rights under this Guaranty or the other Loan Documents, including the Agent's or any Guaranteed Party’s Bank's right to receive payment of the Guaranteed Subject Obligations, or any assignment or other transfer, in whole or in part, of the Agent's or any Guaranteed Party’s Bank's interests in and to any of collateral at any time securing the CollateralSubject Obligations;
(vE) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated the Borrower, the Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense arising from the unavailability of the Borrower's commercial register reflecting the Borrower's current name, any defense of incapacity or lack of corporate or other authority to execute any of the Loan DocumentsDocuments or any defense to or excuse of performance arising under or by virtue of any sovereign or regulatory act of any Governmental Authority, including any payment moratorium, suspension or forgiveness of debtor payments, bank holiday, imposition of exchange controls, or declaration of war or national emergency;
(viF) the Agent's or any Guaranteed Party’s Bank's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Subject Obligations, any collateral at any time securing the Subject Obligations, or any Collateral, the Agent's or any Guaranteed Party’s Bank's exchange, release, or waiver of any Collateralcollateral at any time securing the Subject Obligations;
(viiG) the Agent's or any Guaranteed Party’s Bank's exercise or nonexercise of any power, right or remedy with respect to any collateral at any time securing any of the CollateralSubject Obligations, including the Agent's or any Guaranteed Party’s Bank's compromise, release, settlement or waiver with or of any Designated the Borrower, the Guarantor, any other Loan Party guarantor or any other Person;
(viiiH) the Agent's or any Guaranteed Party’s Bank's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding bankruptcy case related to the Guaranteed Subject Obligations;
(ixI) any impairment or invalidity of any of the Collateral or collateral at any other collateral time securing any of the Guaranteed Subject Obligations or any failure to perfect any of the Liens liens of the Guaranteed Parties Agent and the Banks thereon or thereinwith respect to such collateral; and
(xJ) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Subject Obligations or any other indebtedness, obligations or liabilities of any Designated the Borrower to any Guaranteed Partythe Agent or the Banks.
Appears in 1 contract
Samples: Floating Rate Guaranteed Credit Facility (Lsi Logic Corp)
Liability of Guarantor. The liability of the each ---------------------- Guarantor under this Guaranty Section 11.12 shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the each Guarantor agrees as follows:
(ai) the such Guarantor’s 's liability hereunder shall be the immediate, direct, and primary obligation of the such Guarantor and shall not be contingent upon any Guaranteed Party’s Person's exercise or enforcement of any remedy it may have against any Designated Borrower the Company or any other Person, or against any Collateralcollateral or other security for any Guaranteed Obligations;
(bii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(ciii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s 's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the such Guarantor’s 's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(eiv) the such Guarantor’s 's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the such Guarantor be exonerated or discharged by, any of the following events:
(iA) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other PersonProceeding;
(iiB) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party Company or any other guarantor or Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iiiC) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor Company or any other Loan Party Guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, Company or any other Loan Party Guarantor or other Person;
(ivD) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s Person's interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(vE) any claim, defense, counterclaim or setoffset-off, other than that of prior performance, that any Designated Borrowerthe Company, the such Guarantor, any other Loan Party guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(viF) any Guaranteed Party’s Person's amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, Document or any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(viiG) any Guaranteed Party’s Person's exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party Obligations or any other Personcollateral;
(viiiH) any Guaranteed Party’s Person's vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;Proceeding; or
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(xI) any other guaranty, whether by the any Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed PartyPerson.
Appears in 1 contract
Samples: Credit Agreement (Mail Well Inc)
Liability of Guarantor. The liability This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. In the event of default by Borrower in payment or performance of the Guaranteed Obligation, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate, Guarantor under shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever (except as provided in the Credit Agreement), without any notice having been given to Guarantor previous to such demand of the acceptance by Lenders of this Guaranty shall be irrevocable, absolute, independent and unconditionalGuaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, pay the amount due thereon to Lenders or perform or observe the agreement, covenant, term or condition, as the case may be, and it shall not be affected necessary for Lenders, in order to enforce such payment or performance by any circumstance which might constitute a discharge of a surety Guarantor, first to institute suit or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereofexhaust their remedies against Borrower or others liable on such indebtedness or for such performance, the Guarantor agrees as follows:
(a) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have to enforce their rights against any Designated security which shall ever have been given to secure such indebtedness or performance, to join Borrower or any others liable on the Guaranteed Obligation in any action to enforce this Guaranty, or to resort to any other Personmeans of obtaining payment or performance of the Guaranteed Obligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty, or against any Collateral;
(b) this Guaranty is a guaranty one or more of payment when due and not merely them, separately or together, without impairing the rights of collectibility;
(c) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default;
(d) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(e) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events:
(i) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, Lenders against any other Loan Party party hereto. At any time Lenders are entitled to exercise their remedies hereunder, they may in their discretion elect to demand payment or any other Person;
(ii) any limitationperformance. If Lenders elect to demand performance, discharge, or cessation of they shall at all times thereafter have the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due right to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(iii) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or demand payment until all of the assets or shares of any Designated BorrowerIndebtedness has been paid in full. If Lenders elects to demand payment, they shall at all times thereafter have the Guarantor, any other Loan Party or other Person;
(iv) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment demand performance until all of the Guaranteed Obligations, or any assignment or other transfer, Indebtedness has been paid in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral;
(v) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents;
(vi) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral;
(vii) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person;
(viii) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations;
(ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and
(x) any other guaranty, whether by the Guarantor or any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of any Designated Borrower to any Guaranteed Partyfull.
Appears in 1 contract
