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,
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. The Pledgor agrees as follows:
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. 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 Guarantor, the Collateral Agent and the Beneficiaries agree that the Guarantor shall not be personally liable for the payment of any sums guaranteed hereunder. The rights of the Collateral Agent and the Beneficiaries to enforce this Guaranty shall be solely limited to the right to proceed against the security for this Guaranty pledged pursuant to the Stock Pledge Agreement of even date herewith, by and among the Guarantor, Linneu Albuquerque Mellx, xxe Company and the Collateral Agent, (the "HoldCo Stock Pledge Agreement") and the Collateral Agent and the Beneficiaries shall not have the right to proceed directly against the Guarantor for the satisfaction of the Obligations or for any deficiency remaining unpaid on such Obligations after the foreclosure upon any property securing this Guaranty. It is expressly understood and agreed, however, that nothing contained in this Section 2.8 shall (a) impair in any manner or in any way constitute or be deemed a release of the obligations evidenced by this Guaranty; (b) otherwise affect or impair the enforceability of the liens, assignments, rights and security interests created by the HoldCo Stock Pledge Agreement or any other instrument or agreement evidencing, securing or relating to the obligations evidenced by this Guaranty; or (c) waive any rights which the Collateral Agent and the Beneficiaries may have to proceed against the Guarantor for any tort, or limit the amount of any judgment which the Collateral Agent and the Beneficiaries may obtain by reason thereof. Further, nothing in this Section 2.8 shall preclude the Collateral Agent and the Beneficiaries from foreclosing the liens and security interests arising under the HoldCo Stock Pledge Agreement or from enforcing any of its rights and remedies in law or in equity against the Guarantor or any other person or entity except as expressly stated in this Section 2.8,
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 Lenfxxx Xxxdge -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 Lenfxxx Xxxdge Agreement.
Non-Recourse Guaranty. SECTION 11.01.
Non-Recourse Guaranty. Notwithstanding any other provisions of this Guaranty, Guarantor’s obligations under this Guaranty shall be limited to Guarantor’s right, title and interest in and to those certain assets in which Guarantor or TCAP has provided or will provide UCC with a security interest, pursuant to the Amendment to License and the Security Agreement both of this same date, including, without limitation, the following: (a) royalty payments (of not less than 1 % of all revenues on or after April 1, 2008) from the rights licensed under its existing license with TCAP (which TCAP contemplates assigning to TC-P, subject to this security interest), (b) Guarantor’s shares in TCAP, which Guarantor will not sell or transfer and TCAP will not dilute or allow to be diluted; and (c) Guarantor’s interest in the Tully’s Business Names and Trademarks in the Territory (as such terms are defined, either directly or indirectly, in the Settlement) and the goodwill associated therewith. Accordingly, in the event that Guarantor fails to make any payment which is demanded under Section 4 below, UCC’s sole recourse against Guarantor shall be to foreclose upon the assets described in this Section 3, and shall not have any recourse against any other assets of Guarantor.
Non-Recourse Guaranty. Xxxxxxx Matvieshen and the Purchasers shall have executed a Non-Recourse Guaranty with respect to the shares pledged pursuant to the Share Pledge Agreements.
