Non-Recourse Guaranty Clause Samples
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Non-Recourse Guaranty. (a) Subject to the limitation set forth in Section 2.1(f), each Guarantor hereby agrees that such Guarantor is jointly and severally liable for, and hereby absolutely, irrevocably and unconditionally guarantees to the Agent, the Funds and their respective permitted successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) of, all Guaranteed Obligations owed or hereafter owing to the Agent or the Funds by each of the Primary Obligors and each other Guarantor. Subject to the limitation set forth in Section 2.1(f), each Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and not of collection, that, subject to Section 2.2 its obligations under this Section 2.1 shall not be discharged until payment in cash, in full, of the Guaranteed Obligations (other than contingent obligations not due and owing) has occurred and this Non-Recourse Guaranty has been terminated, and that its obligations under this Section 2.1 shall be absolute and unconditional, irrespective of, and unaffected by,
(i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Non-Recourse Guaranty, the Contribution Deferral Agreement, any other Fund Document or any other agreement, document or instrument to which an Obligor is or may become a party;
(ii) the absence of any action to enforce this Non-Recourse Guaranty (including this Section 2.1), the Contribution Deferral Agreement or any other Fund Document or the waiver or consent by the Funds and/or the Agent with respect to any of the provisions thereof;
(iii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Guaranteed Obligations or any action, or the absence of any action, by the Funds and/or the Agent in respect thereof (including the release of any such security);
(iv) the insolvency of any Obligor; or
(v) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment or performance). Each Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations guaranteed hereunder.
(b) To the extent permitted by applicable law, each Guarantor expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel the Agent or the Funds to ...
Non-Recourse Guaranty. The Pledgor hereby irrevocably and unconditionally guaranties to the Agent the full and timely payment and performance of the Senior Secured Obligations, it being the Pledgor's intent that the guaranty set forth in this Section 3 shall be a guaranty of payment and not a guaranty of collection. The guaranty hereunder is a primary and original obligation of the Pledgor and is an absolute, unconditional guaranty of payment and performance which is irrevocable and, to the extent allowed by applicable law, shall remain in full force and effect without respect to future changes in conditions. The Pledgor shall have no right of subrogation, reimbursement or indemnity whatsoever and no right of recourse to or with respect to any assets or property of the Borrower or to any Collateral. The Pledgors liability under this Lenf▇▇▇ ▇▇▇dge -3- 354 Agreement, and the rights and remedies of Agent hereunder, shall be immediate and shall not be contingent upon the exercise or enforcement by Agent of whatever remedies it may have against the Borrower or others or the enforcement of any lien or the realization upon any security that Agent may at any time possess. Notwithstanding the foregoing paragraph, the recourse of Agent in respect of the guaranty of the Pledgor set forth in this Section 3 is limited to the Pledgor's interest in the Collateral. However, this paragraph shall not limit Agent's rights against the Pledgor as a result of any breach by the Pledgor of any representation, warranty or covenant of the Pledgor set forth in this Lenf▇▇▇ ▇▇▇dge Agreement.
Non-Recourse Guaranty. The obligations of the Guarantors hereunder are secured by the Collateral Assignment of Partnership Interests, dated as of the date hereof (the "Collateral Assignment"), by the Guarantors in favor of the Seller, and notwithstanding any provision of this Guaranty to the contrary, the Seller's recourse for the collection of the Liabilities shall be limited solely and exclusively to the collateral covered thereby, and no deficiency judgment shall be brought or entered into against either Guarantor or its officers, directors, members, partners, managers, shareholders, incorporators or agents, and no judgment shall be subject to execution upon, or a lien against any property of, either Guarantor or its officers, directors, members, partners, managers, shareholders, incorporators or agents, other than the collateral covered by the Collateral Assignment.
Non-Recourse Guaranty. 61 SECTION 11.02.
Non-Recourse Guaranty. The Pledgor hereby guarantees, on a non-recourse basis (except as expressly set forth in this Section 3), the prompt payment and performance of all of the Obligations, it being understood that Pledgee’s sole and exclusive recourse against Pledgor shall be limited to the Stock. Pledgor hereby waives any right of subrogation, reimbursement, contribution or similar right against Borrower or any other guarantor in respect of the Obligations.
Non-Recourse Guaranty. ▇▇▇▇▇▇▇ Matvieshen and the Purchasers shall have executed a Non-Recourse Guaranty with respect to the shares pledged pursuant to the Share Pledge Agreements.
Non-Recourse Guaranty a non-recourse guaranty agreement to be hereafter executed and delivered by the Non-Recourse Guarantor in favor of Agent in which Non-Recourse Guarantor guaranties the Obligations with recourse by Agent only to the Equity Interests in any Loan Party held by the Non-Recourse Guarantor. Notes - each Revolver Note or other promissory note executed by a Borrower to evidence any Obligations.
Non-Recourse Guaranty. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FIVE STAR REHAB HEREBY GUARANTEES TO AGENT, ON A NON-RECOURSE BASIS, PROMPT PAYMENT (WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE) AND PERFORMANCE OF THE GUARANTEED OBLIGATIONS, IT BEING UNDERSTOOD THAT AGENT’S SOLE RIGHT TO RECOVER FROM FIVE STAR REHAB PURSUANT TO THIS GUARANTY SHALL BE LIMITED TO THE GUARANTOR COLLATERAL AND AGENT SHALL NOT HAVE ANY RIGHT OF RECOURSE AGAINST ANY OTHER ASSETS OF FIVE STAR REHAB PURSUANT TO THIS GUARANTY.
Non-Recourse Guaranty. Pledgor hereby guarantees to --------------------- Lender, on a non-recourse basis, prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations, it being understood that Lender's sole recourse against Pledgor shall be limited to the Pledged Collateral. Pledgor hereby waives any right of subrogation, reimbursement, contribution or any similar right against Borrower or any other guarantor in respect of the Secured Obligations.
Non-Recourse Guaranty. The Pledgors hereby guarantee to Secured Party, on a non-recourse basis, prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of the Secured Obligations, it being understood that Secured Party's sole recourse against any of the Pledgors shall be limited to the Collateral. Notwithstanding anything to the contrary herein, Secured Party agrees not to ▇▇▇ or seek payment from any of the Pledgors (except to the extent of their respective interests in the Collateral) or any direct or indirect partners, members, shareholders, officers, employees, controlling person or affiliates of any of the Pledgors and none of such Persons shall have any liability for the Secured Obligations or any other obligation or liability hereunder whether based in law, in equity or otherwise.