OBLIGATION OF GUARANTOR Sample Clauses

OBLIGATION OF GUARANTOR. Guarantor absolutely and unconditionally guarantees to the Obligee the payment and performance of all indebtedness, obligations and liabilities (the "Indebtedness") of or owed by Borrower to Obligee (and also to others, to the extent of participations granted them by Obligee) now existing or hereafter incurred or created, direct or indirect, absolute or contingent, arising in connection with that one certain Promissory Note of even date herewith from Borrower to Obligee in the original principal amount of $175,000,000.00. The obligations of Guarantor contained in this guaranty shall be absolute and unconditional, without regard to the validity, legality, regularity or enforceability of the Indebtedness or any instrument evidencing, securing or relating to said Indebtedness and shall not be reduced or affected in any way by the failure or omission to enforce any right against Borrower or Guarantor or by any other action which may in any manner or to any extent vary the risks of Guarantor or which might otherwise constitute a legal or equitable discharge of Guarantor; it being the purpose and intent of the parties hereto that this guaranty and the obligations of Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance as herein provided. Guarantor agrees that, without the necessity of any reservation of rights against Guarantor and without notice to or further assent by Guarantor, (1) any demand for payment of any or all of the Indebtedness may be rescinded by the party making such demand and the Indebtedness reinstated or continued, and (2) the Indebtedness or any collateral security therefor or rights of offset with respect thereto may, from time to time, in whole or in part, be renewed, extended, modified, rearranged, compromised or released by Obligee or, without notice to or further assent by Guarantor, who will remain bound hereunder, notwithstanding any such rescission, renewal, extension, modification, rearrangement, compromise or release.

OBLIGATION OF GUARANTOR. Guarantor hereby absolutely and unconditionally delivers this Guaranty to Lender and hereby absolutely and unconditionally guarantees to Lender and any transferee of this Guaranty or of any Liability guaranteed hereby, the prompt and full payment of all Liabilities. Guarantor agrees that if Borrower fails to fully and timely perform any Liability, Guarantor will fully and timely perform the Liability without resort by the Lender to any other Person. Any obligation of the Guarantor hereunder is in addition to and shall not prejudice or be prejudiced by any other agreement, instrument, surety or guaranty (including any other agreement, instrument, surety or guaranty signed by Guarantor) which Lender may now or hereafter hold relative to any of the Liabilities. Any payment of Guarantor hereunder may be applied to any of the Liabilities as Lender may choose. The obligation of Guarantor to Lender hereunder is primary, absolute and unconditional.

OBLIGATION OF GUARANTOR. The Guarantor absolutely and unconditionally guarantees to the Creditor, its successors and assigns (whether collateral assigns or otherwise), the prompt and full payment in United States currency and performance to the Creditor at the place of business of the Creditor set forth above or at such other place and to such other person as the Creditor may designate at maturity of any and every obligation, in connection with which either as maker, drawer, guarantor, endorser or otherwise, whether directly, indirectly or contingently, the Borrower is, either individually or jointly or severally with any other person or persons, now or shall become at any time in the future liable to the Creditor, with interest thereon at the rate or rates provided in the obligations guaranteed hereby or at the maximum rate allowed from time to time by law in Florida, whichever is less, until payment in full has been received by Creditor, together with all attorneys' fees, costs and expenses of collection whether suit be brought or not, including costs, expenses and attorneys, fees on appeal if an appeal is taken from any suit, incurred by the Creditor, in connection with any matter covered by this Guaranty. The Guarantor also absolutely and unconditionally guarantees the full and timely performance of all duties and obligations whatsoever of the Borrower to Creditor, whether now existing or hereafter arising, and agrees in the event the Borrower fails to fully and timely perform any of said duties and obligations to fully and timely perform same. The obligations under this paragraph include, but are not limited to, the three (3) specific obligations set forth above which include the two (2) promissory Notes, one to each of the Creditor as well as what is referred to as the "Open Account Indebtedness" which is the obligation for the purchase of Automotive Parts Stores, Inc. from time to time by the Borrower from one or more of the Creditor.

OBLIGATION OF GUARANTOR. Guarantor absolutely and unconditionally guarantees to Lenders, their successors and assigns (whether collateral assigns or otherwise), the prompt and full payment in United States currency and performance to Lenders at the place of business of Lenders set forth above or at such other place and to such other person as Lenders may designate at maturity of any and every obligation, in connection with which either as maker, drawer, guarantor, endorser or otherwise, whether directly, indirectly or contingently, Borrower is, either individually or jointly and severally with any other person or persons, or shall become at any time in the future liable to Lenders, with interest thereon at the rate or rates provided in the obligations guaranteed hereby or at the maximum rate allowed from time to time by law in Florida, whichever is less, until payment in full has been received by Lenders, together with all attorneys' fees, costs and expenses of collection whether suit be brought or not, including costs, expenses and attorneys' fees on appeal if an appeal is taken from any suit, incurred by Lenders, in connection with any matter covered by this Guarantee. Guarantor also absolutely and unconditionally guarantees the full and timely performance of all duties and obligations whatsoever of Borrower to Lenders, whether now existing or hereafter arising, and agrees in the event Borrower fails to fully and timely perform any of said duties and obligations to fully and timely perform same.

OBLIGATION OF GUARANTOR. The Guarantor shall have no obligation under this Guaranty to pay or perform the Borrower’s Obligations to Lender until such time that an Event of Default occurs and continues under the Loan Documents. Upon the occurrence and continuance of an Event of Default under the Loan Documents the obligations of the Guarantor hereunder shall automatically become due and payable to the Lender, without notice, demand or acceleration.

OBLIGATION OF GUARANTOR. The Guarantor absolutely and unconditionally guarantees to the Bank, its successors and assigns (whether collateral assigns or otherwise), the prompt and full payment of (i) the Notes, and all renewals, extensions, replacements, modifications or amendments thereof, (ii) all future advances or other advances of money made pursuant to the Notes, (iii) all advances of money made by Bank pursuant to any other documents executed or given in connection with the Notes, (iv) any and all amounts for which Borrower may now or hereafter become indebted to Bank in any capacity, whether as maker, drawer, guarantor, endorser or otherwise, directly or indirectly, primarily or secondarily, jointly or severally, contingent or otherwise, (v) interest on any of the foregoing at the rate or rates provided for in the applicable instrument, and (vi) all attorneys' fees, costs and expenses of collection incurred by the Bank, in connection with any matter covered by this Guaranty, whether incurred at trial, on appeal, in any bankruptcy proceeding or otherwise.

OBLIGATION OF GUARANTOR. The Guarantor, on behalf of himself and his successors, assigns, legal representatives and heirs, jointly and severally, absolutely and unconditionally guarantees to the Landlord, its successors and assigns, the full and prompt performance and observance of all the provisions, terms and conditions of the Lease which Tenant is required to perform and observe, including, without limitation, the rules and regulations which Landlord may deliver to Tenant during the Lease Term pursuant to the Lease. There shall be absolutely no requirement of any notice of non-payment, non-performance, or non-observance, or requirement of proof, or notice, or demand. This guaranty is continuing, absolute and unconditional.

OBLIGATION OF GUARANTOR. 1.1. The Guarantor absolutely and unconditionally guarantees to the Creditor, its successors and assigns (whether collateral assigns or otherwise), the prompt and full payment in the United States currency and performance to the Creditor at the place of business of the Creditor set forth above or at such other place and to such other person as the Creditor may designate at maturity of the following obligations for which Borrower is liable to the Creditor with interest thereon at the rate or rates provided in the obligations guaranteed hereby or at the maximum rate allowed from time to time by law in Florida, whichever is less, until payment in full has been received by Creditor, together with all attorneys’ fees, costs and expenses of collection whether suit be brought or not, including costs, expenses and attorneys’ fees in any bankruptcy proceeding or on appeal if an appeal is taken from any suit, incurred by the Creditor, in connection with any matter covered by this Guaranty. 1.2. The obligations of Borrower guaranteed hereby are as follows: 1.2.1. Borrower’s payment of the “Promissory Note (For Developmental Loan)” of even date herewith in the original principal amount of Twenty Eight Million and no/100 Dollars ($28,000,000.00) in connection with the loan agreement dated as of _ , 2011, between the Creditor and the Borrower (the “Loan Agreement”).

OBLIGATION OF GUARANTOR. 4.1 If any of the followings occurs to the Debtor, the Guarantor shall unconditionally and immediately pay the Creditor all the overdue amounts for the Debtor: (1) The Debtor does not repay as scheduled the loan principal and interest or monies drawn down for business financing including inward documentary bills, outward documentary bills, outward collection financing, export invoice financing and packing credit; (2) The Debtor does not repay in full as scheduled the amount the Creditor prepays for Debtor under the letter of credit, bank acceptance xxxx and letter of guarantee. 4.2 The Guarantor shall assist the Creditor in the supervision and inspection of the former’s business operation and financial status; it shall also provide, upon request by the Creditor, all the financial statements, other materials and information and ensure that the documents, materials and information provided are authentic, complete and accurate. 4.3 The Guarantor shall give the Creditor a written notice thirty days in advance in case of any of the followings, and shall not take the following actions before the Creditor’s right under the Main Contract is totally enforced unless otherwise consented in writing by the Creditor: (1) Sale, disposal as a gift, lease, loan, transfer, mortgage, hypothecation or disposal in some other manner of the major property, or all or most of the property; (2) Major change in the business operation or the corporate structure, including but not limited to contracting, leasing, joint venture, incorporation reform, shareholding reform, sale of enterprise, merger (acquisition), joint operation (cooperation), divestiture, subsidiary formation, property transfer, and capital reduction. 4.4 The Guarantor shall give a written notice to the Creditor within seven days when any of the followings occurs: (1) Amendment to Articles of Association; changes in business registration such as name of enterprise, legal representative, location, correspondence address or business scope; or decisions which greatly affect financial affairs or human resources; (2) Intention to apply for bankruptcy, or that the Creditor may or has applied for bankruptcy of the Debtor; (3) Being involved in major legal action, or that property preservation or other coercive judicial measures have been taken on the principal property; (4) The Debtor provides guarantee for a third party, resulting in materially adverse consequences on his financial situation or his ability to perform this Co...

OBLIGATION OF GUARANTOR. Notwithstanding anything herein to the contrary, this Guaranty shall at all times be the sole obligation of the Guarantor and Guarantor's failure to pay or perform all or any of the Guaranteed Obligations shall not entitle Credit Enhancer to recourse against any of Guarantor's shareholders, members, general or limited partners, officers, director's or employees; provided, however, that no provision of this section 24 shall limit, impair or affect any guaranty or similar agreement executed in connection with the Guaranteed Obligations, or otherwise in connection with the Reimbursement Agreement.