MLP Guaranty Sample Clauses

MLP Guaranty. The MLP shall at all times (a) unconditionally guarantee the prompt payment and performance of the Obligations and (b) grant a perfected, first priority security interest in and Lien on all of its assets, including the Capital Stock of the Borrower owned by the MLP, to the Administrative Agent for the benefit of the Secured Parties as security for the Obligations, in each case pursuant to the Guaranty and Security Agreement; provided that recourse to the MLP under such Guaranty and Security Agreement shall extend solely to the assets of the MLP (including the Capital Stock of the Borrower owned by the MLP) and shall in no case extend to the General Partner or to any assets of the General Partner.

MLP Guaranty. In consideration of the benefits to be provided pursuant to this Agreement to Seller, MLP does hereby guarantee the full, faithful and timely payment and performance by Seller of all the agreements, covenants and other obligations of Seller under this Agreement. If Seller shall default at any time in the payment of any amount due or perform any obligation required to be performed by either under this Agreement, then MLP, at its expense, shall on demand of Purchaser, fully and promptly, and well and truly, pay and or perform all such obligations of Seller under or pursuant this Agreement, and all damages and expenses (including attorneys’ fees and costs) that may arise in consequence of Seller’s non-performance under this Agreement. MLP hereby waives all requirements of notice of the acceptance of these obligations and all requirements of notice of breach or nonperformance by Seller.

MLP Guaranty. MLP hereby unconditionally and irrevocably ------------ guarantees to IPCH, the IPCH Stockholders, their heirs and permitted assigns, the full and prompt payment when due and performance of all indebtedness, liabilities and obligations of Inergy Holdings and IPCH Acquisition Corp. to IPCH and the IPCH Stockholders under this Agreement, together with all interest, taxes, fees, charges, costs, expenses and other amounts chargeable to Inergy Holdings, IPCH Acquisition Corp., Merger Sub or MLP thereunder or in connection therewith (the "Obligations"). MLP acknowledges and agrees that, with respect to all obligations to pay money, such guaranty shall be a guaranty of payment and not of collection. If IPCH Acquisition Corp., Merger Sub or Inergy Holdings shall default in the due and punctual performance of any of the Obligations or in the full and timely payment of any amount owed in respect to the Obligations, MLP, within five (5) days of receiving notice from the IPCH Stockholders' Representative of such default, will perform or cause to be performed such Obligations and will make full payment of any amount due with respect thereto at its sole cost and expense. The liabilities and obligations of MLP to IPCH and the IPCH Stockholders pursuant to this section shall be unconditional and irrevocable and shall not be conditioned or contingent upon the pursuit of any remedies against Merger Sub, IPCH Acquisition Corp. or Inergy Holdings or any other person. MLP hereby waives any right, whether legal or equitable, statutory or non-statutory, to require the IPCH Stockholders' Representative to proceed against or take action against or pursue any remedy with respect to Merger Sub or Inergy Holdings or any other Person or make presentment or demand for performance or give any notice of nonperformance before IPCH or the IPCH Stockholders may enforce rights against MLP hereunder and, to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this section. The unconditional obligation of MLP hereunder will not be affected, impaired or released by any extension, waiver, amendment or thing whatsoever which would release a guarantor or surety (other than satisfaction in full of the Obligations).

MLP Guaranty