Common use of Nature of the Guaranty Clause in Contracts

Nature of the Guaranty. (a) This Guaranty is a guarantee of payment and not of collection only. This Guaranty shall be irrevocable, and in all events shall be continuing, unconditional and absolute, and if any sums stated in any Loan Document to be payable by any Obligor shall not be paid promptly when due or any other obligation, covenant, term, condition or undertaking of any Obligor contained in the Loan Documents shall not be performed, complied with or observed in accordance with said Loan Document, then in each such instance upon demand of payment, performance, compliance or observance, made, in writing, by the Lender to the Guarantor, the Guarantor receiving such notice shall pay, perform, comply with or observe the same or cause the same to be paid, performed, complied with or observed strictly in accordance with the provisions hereof and the Loan Documents, regardless of (i) any Lender defenses or rights of set off or counterclaim (other than indefeasible payment and performance in full), (ii) whether the Lender shall have taken any steps to enforce its rights against any Obligor or any other Person to collect such sums, or any part thereof, (iii) any change in the status of any Guarantor as an affiliate of any Obligor, (iv) any amendment or modification to any of the obligations of any Obligor with respect to the Guaranteed Obligations or the genuineness, regularity, validity or enforceability of the Guaranteed Obligations or of any term thereof or lack of power or authority of any party to enter into the Guaranteed Obligations and (v) any other condition or contingency. The Guarantor also agrees (without duplication of amounts due and owing by the Obligors under the Loan Documents) to pay the costs and expenses of Lender collecting any sums payable hereunder from the Guarantor, or any part thereof, or of otherwise enforcing this Guaranty or the obligations of the Obligors under the Loan Documents, including fees and disbursements of counsel to Lender. (b) This Guaranty shall remain in full force and effect until the Guaranteed Obligations shall have been irrevocably satisfied, paid and performed in full, whereupon this Guaranty shall terminate. In the event any payment made prior to, or made pursuant to an agreement made prior to, the expiration of this Guaranty by any Obligor to Lender shall be later rescinded or declared void by reason of any law, this Guaranty shall be reinstated in full force and effect with respect to and to the extent of such payment and the liability of the Guarantor hereunder shall be computed as if such moneys had never been paid. The provisions of this clause (b) shall survive any termination of this Guaranty. (c) All amounts payable by the Guarantor hereunder shall be paid promptly upon demand by the Lender, free and clear of, and without deduction or withholding for or on account of, any and all Taxes, monetary transfer fees or other amounts, except (in the case of Taxes) to the extent that deduction or withholding of any Tax is required by applicable Law. If any Guarantor shall be required by applicable Law to deduct or withhold any Tax or other amount from or in respect of any sum payable hereunder to or for the benefit of the Lender, such Guarantor (i) shall pay to the Lender on an after-Tax basis such additional amount as shall be necessary to enable the Lender to receive, after such withholding (including any withholding with respect to such additional amount), the amount it would have received if such withholding had not been made, (ii) shall pay or cause to be paid to the relevant Tax authority the full amount required to be withheld in accordance with applicable Law, (iii) shall prepare and file in a timely and proper manner all reports and other documents required by applicable Law to filed with respect to any Tax withheld by such Guarantor, and (iv) shall deliver to the Lender a copy of such document to the Lender together with documentary evidence satisfactory to the Lender of such Guarantor’s proper and timely payment of such Tax.

Nature of the Guaranty. (a) This Guaranty is a guarantee of payment and not of collection only. This Guaranty shall be irrevocable, and in all events shall be continuing, unconditional and absolute, and if for any reason any sums stated in any Loan Document the other Operative Documents to be payable by Lessee, or any Obligor part thereof, shall not be paid promptly when due due, or any other obligation, covenant, term, condition or undertaking of any Obligor the Lessee contained in the Loan Documents any Operative Document shall not be performed, complied with or observed in accordance with said Loan Operative Document, subject in each case, in respect of such obligation to pay or perform, to the terms of the Operative Documents, then in each such instance upon demand of payment, performance, compliance or observance, made, in writing, made by the Lender Lessor to the Guarantor, the Guarantor receiving such notice shall pay, perform, comply with or observe the same to or cause for the same benefit of the Lessor pursuant to be paid, performed, complied with or observed strictly and in accordance with the provisions hereof and of the Loan Operative Documents, regardless of (i) any Lender defenses or rights of set set-off or counterclaim (other than indefeasible payment and performance in full)counterclaim, (ii) regardless of whether the Lender Lessor shall have taken any steps to enforce its rights against any Obligor the Guarantor, the Lessee or any other Person Person, to collect such sums, or any part thereof, (iii) any change in the status and regardless of any Guarantor as an affiliate of any Obligor, (iv) any amendment or modification to any of the obligations of any Obligor with respect to the Guaranteed Obligations or the genuineness, regularity, validity or enforceability of the Guaranteed Obligations or of any term thereof or lack of power or authority of any party to enter into the Guaranteed Obligations and (v) any other condition or contingency. The Guarantor also agrees (without duplication of amounts due and owing by the Obligors under the Loan Documents) to pay on demand to the Lessor such further amounts as shall be sufficient to cover the costs and expenses of Lender collecting any sums payable hereunder from the Guarantorsuch sums, or any part thereof, or of otherwise enforcing this Guaranty or the obligations of the Obligors under the Loan DocumentsGuaranty, including fees and disbursements of counsel including, in any case, compensation to Lendertheir respective attorneys for all services rendered in that connection. (b) This Guaranty shall remain in full force Any and effect until the Guaranteed Obligations shall have been irrevocably satisfied, paid and performed in full, whereupon this Guaranty shall terminate. In the event any payment made prior to, or made pursuant to an agreement made prior to, the expiration of this Guaranty by any Obligor to Lender shall be later rescinded or declared void by reason of any law, this Guaranty shall be reinstated in full force and effect with respect to and to the extent of such payment and the liability of the Guarantor hereunder shall be computed as if such moneys had never been paid. The provisions of this clause (b) shall survive any termination of this Guaranty. (c) All amounts payable all payments by the Guarantor hereunder shall be paid promptly upon demand by the Lender, made free and clear of, of and without deduction or withholding for or on account of, any and all Taxes, monetary transfer fees or other amounts, except (in the case of Taxes) to the extent that deduction or withholding of any Tax is required by applicable LawCharges. If any the Guarantor shall be required by applicable Law to deduct or withhold any Tax or other amount Charges from or in respect of any sum payable hereunder to or for the benefit of the Lenderhereunder, such Guarantor (i) the amounts payable by the Guarantor shall pay be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph 2(b)) the Lessor receives an amount equal to the Lender on an after-Tax basis such additional amount as shall be necessary to enable the Lender to receive, after such withholding (including any withholding with respect to such additional amount), the amount sum it would have received if had no such withholding had not deductions been made, (ii) the Guarantor shall make such deductions and (iii) the Guarantor shall pay or cause to be paid the full amount deducted to the relevant Tax taxation authority the full amount required to be withheld or other authority in accordance with applicable Law, (iii) shall prepare and file in a timely and proper manner all reports and other documents required by applicable Law to filed with respect to any Tax withheld by such Guarantor, and (iv) shall deliver to the Lender a copy of such document to the Lender together with documentary evidence satisfactory to the Lender of such Guarantor’s proper and timely payment of such Tax.

Nature of the Guaranty. (a) This Guaranty is a guarantee of payment and not of collection only. This Guaranty shall be irrevocable, and in all events shall be continuing, unconditional and absolute, and if for any reason any sums stated in any Loan Document the other Operative Documents to be payable by Lessee, or any Obligor part thereof, shall not be paid promptly when due or any other obligationdue, covenant, term, condition or undertaking subject to the terms of any Obligor contained in the Loan Documents shall not be performed, complied with or observed in accordance with said Loan DocumentOperative Documents, then in each such instance upon demand of payment, performance, compliance or observance, made, in writing, payment made by the Lender Lessor to the Guarantor, the Guarantor receiving such notice shall pay, perform, comply with or observe the same or cause pay the same to be paid, performed, complied with or observed strictly for the benefit of the Lessor pursuant to and in accordance with the provisions hereof and of the Loan Operative Documents, regardless of (i) any Lender defenses or rights of set set-off or counterclaim (other than indefeasible payment and performance in full)counterclaim, (ii) regardless of whether the Lender Lessor shall have taken any steps to enforce its rights against any Obligor the Guarantor, the Lessee or any other Person Person, to collect such sums, or any part thereof, (iii) any change in the status and regardless of any Guarantor as an affiliate of any Obligor, (iv) any amendment or modification to any of the obligations of any Obligor with respect to the Guaranteed Obligations or the genuineness, regularity, validity or enforceability of the Guaranteed Obligations or of any term thereof or lack of power or authority of any party to enter into the Guaranteed Obligations and (v) any other condition or contingency. The Guarantor also agrees (without duplication of amounts due and owing by the Obligors under the Loan Documents) to pay on demand to the Lessor such further amounts as shall be sufficient to cover the reasonable costs and expenses of Lender collecting any sums payable hereunder from the Guarantorsuch sums, or any part thereof, or of otherwise enforcing this Guaranty or the obligations of the Obligors under the Loan DocumentsGuaranty, including fees and disbursements of counsel including, in any case, reasonable compensation to Lendertheir respective attorneys for all services rendered in that connection. (b) This Guaranty shall remain in full force Any and effect until the Guaranteed Obligations shall have been irrevocably satisfied, paid and performed in full, whereupon this Guaranty shall terminate. In the event any payment made prior to, or made pursuant to an agreement made prior to, the expiration of this Guaranty by any Obligor to Lender shall be later rescinded or declared void by reason of any law, this Guaranty shall be reinstated in full force and effect with respect to and to the extent of such payment and the liability of the Guarantor hereunder shall be computed as if such moneys had never been paid. The provisions of this clause (b) shall survive any termination of this Guaranty. (c) All amounts payable all payments by the Guarantor hereunder shall be paid promptly upon demand by the Lender, made on an After Tax Basis free and clear of, of and without deduction or withholding for or on account of, any and all Taxes, monetary transfer fees present or other amounts, except (in the case of Taxes) to the extent that deduction or withholding of any Tax is required by applicable Lawfuture Charges and all liabilities with respect thereto. If any the Guarantor shall be required by applicable Law to deduct or withhold any Tax or other amount Charges from or in respect of any sum payable hereunder to or for the benefit of the Lenderhereunder, such Guarantor (i) the amounts payable by the Guarantor shall pay be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph 2(b)) the Lessor receives an amount equal to the Lender on an after-Tax basis such additional amount as shall be necessary to enable the Lender to receive, after such withholding (including any withholding with respect to such additional amount), the amount sum it would have received if had no such withholding had not deductions been made, (ii) the Guarantor shall make such deductions and (iii) the Guarantor shall pay or cause to be paid the full amount deducted to the relevant Tax taxation authority the full amount required to be withheld or other authority in accordance with applicable Law, (iii) shall prepare and file in a timely and proper manner all reports and other documents required by applicable Law to filed with respect to any Tax withheld by such Guarantor, and (iv) shall deliver to the Lender a copy of such document to the Lender together with documentary evidence satisfactory to the Lender of such Guarantor’s proper and timely payment of such Tax.

Nature of the Guaranty. (a) This Guaranty is a guarantee guaranty of payment and not of collection only. This Guaranty shall be irrevocable, and in all events shall be continuing, unconditional and absolute, and if any sums stated in any Loan Document the Operative Documents to be payable by any Obligor the Borrowers shall not be paid promptly when due due, or any other obligation, covenant, term, condition or undertaking of any Obligor the Borrowers contained in the Loan Documents any Operative Document shall not be performed, complied with or observed in accordance with said Loan Operative Document, then in each such instance upon demand of payment, performance, compliance or observance, made, in writing, made by the Lender any Guaranteed Party to the either Guarantor, the such Guarantor receiving such notice shall pay, perform, comply with or observe the same or cause the same to be paid, performed, complied with or observed strictly in accordance with the provisions hereof and of the Loan Operative Documents, regardless of (i) any Lender defenses or rights of set set-off or counterclaim (other than indefeasible payment and performance in full)counterclaim, (ii) regardless of whether the Lender Collateral Agent or any other Guaranteed Party shall have taken any steps to enforce its rights against any Obligor the other Guarantor, the Borrowers or any other Person Person, to collect such sums, or any part thereof, (iii) any change in the status and regardless of any Guarantor as an affiliate of any Obligor, (iv) any amendment or modification to any of the obligations of any Obligor with respect to the Guaranteed Obligations or the genuineness, regularity, validity or enforceability of the Guaranteed Obligations or of any term thereof or lack of power or authority of any party to enter into the Guaranteed Obligations and (v) any other condition or contingency. The Guarantor Each Guarantor, jointly and severally, also agrees (without duplication of to pay to the relevant Guaranteed Party such further amounts due and owing by the Obligors under the Loan Documents) as shall be sufficient to pay the reasonable costs and expenses expense of Lender collecting any sums payable hereunder from the Guarantorsuch sums, or any part thereof, or of otherwise enforcing this Guaranty or the obligations of the Obligors under the Loan DocumentsGuaranty, including fees and disbursements of counsel including, in any case, reasonable, documented compensation to Lenderits attorneys for all services rendered in that connection. (b) This Guaranty shall remain in full force Any and effect until the Guaranteed Obligations shall have been irrevocably satisfied, paid and performed in full, whereupon this Guaranty shall terminate. In the event any payment made prior to, or made pursuant to an agreement made prior to, the expiration of this Guaranty all payments by any Obligor to Lender shall be later rescinded or declared void by reason of any law, this Guaranty shall be reinstated in full force and effect with respect to and to the extent of such payment and the liability of the either Guarantor hereunder shall be computed as if such moneys had never been paid. The provisions of this clause (b) shall survive any termination of this Guaranty. (c) All amounts payable by the Guarantor hereunder shall be paid promptly upon demand by the Lender, made free and clear of, and without deduction or withholding for or on account of, any and all Taxes (other than Excluded Taxes), monetary transfer fees or other amounts, amounts except (in the case of Taxes) to the extent that such deduction or withholding of any Tax is required by applicable Law. If any either Guarantor shall be required by applicable Law to deduct or withhold any Tax or other amount from or in respect of any sum payable hereunder to or for the benefit of the Lenderany Guaranteed Party, such Guarantor (i) shall pay to the Lender on an after-Tax basis such Guaranteed Party, such additional amount as shall be necessary to enable the Lender such Guaranteed Party to receive, after such withholding (including any withholding with respect to such additional amount), the amount it would have received if such withholding had not been made, (ii) shall pay or cause to be paid to the relevant Tax authority the full amount required to be withheld in accordance with applicable Law, (iii) required. Each Guarantor shall prepare and file in a timely and proper manner all reports and other documents required by applicable Law to be filed with respect to any Tax withheld by such Guarantor, Guarantor and (iv) shall deliver to the Lender a copy of such document to the Lender Guaranteed Parties together with documentary evidence satisfactory to the Lender such Guaranteed Parties of such Guarantor’s proper and timely payment of such Tax.