Obligations Absolute and Unconditional. (a) The obligations of the Guarantor under Section 2.1 are primary obligations of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee of the Guaranteed Obligations and not of collectability, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Partner Counterparty’s or any other Person’s liabilities and obligations to Buyer. The obligations of the Guarantor shall constitute a guaranty of payment and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Partner Counterparty, Seller or Project Company to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any of the obligations under the Purchase Agreement, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each Guaranteed Obligation in immediately available funds as and when it is due. Each failure by the Guarantor to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty or any other Person and whether or not Partner Counterparty or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty of a Notice of a claim for indemnification under the Purchase Agreement. (b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein. (c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner Counterparty, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) may, at any time and from time to time (whether or not after revocation or termination of this Agreement) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law which cannot be waived, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (1) consent to any change in the manner or place and terms of payment of, or renew or alter, any Guaranteed Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and the agreements herein made shall apply to the Guaranteed Obligations or such other obligations as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty (2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof; (3) exercise or refrain from exercising any rights against others or otherwise act or refrain from acting; (4) add any guarantor or release any other guarantor from its obligations, in each case, without affecting or impairing the obligations of the Guarantor hereunder; (5) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to Buyer; (6) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty to Buyer under the Purchase Agreement in the manner provided therein regardless of what obligations and liabilities remain unpaid; and (7) act or fail to act in any manner referred to in this Agreement which may deprive the Guarantor of its right to subrogation against Partner Counterparty to recover full indemnity for any payments made pursuant to this Agreement or of its right of contribution against any other party. (d) This is a continuing agreement and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount of the Guarantor’s liability and all rights, powers and remedies of Buyer hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor under this Guaranty is independent of the obligations of any other Person, which may be initially or otherwise responsible for performance or payment of the obligations hereunder, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against the Guarantor, whether or not any other Person is joined therein or a separate action or actions are brought against the Guarantor or any other Person.
Appears in 1 contract
Sources: Guaranty (OPAL Fuels Inc.)
Obligations Absolute and Unconditional. (a) The obligations of the Guarantor under Section 2.1 hereunder are primary obligations of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee guaranty of payment and performance of the Guaranteed Obligations and the other obligations of Guarantor hereunder and not of collectabilitycollectibility, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Partner Counterparty’s Borrower's, any Project Participant's or any other Person’s of Borrower's Affiliates' liabilities and obligations to Buyer. The obligations of the Guarantor shall constitute a guaranty of payment and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Partner Counterparty, Seller or Project Company to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any of the obligations under the Purchase Agreement, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each Guaranteed Obligation in immediately available funds as and when it is dueSecured Parties. Each failure by the Guarantor to pay or perform, as the case may be, a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewithhereunder, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty or any other Person and whether or not Partner Counterparty or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty of a Notice of a claim for indemnification under the Purchase Agreementarises.
(b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein.
(c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner Counterparty, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) Secured Parties may, at any time and from time to time (whether or not after revocation or termination of this AgreementGuaranty) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law the Credit Documents or applicable law which cannot be waived, without incurring responsibility to Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(1i) consent to any change in the manner or manner, place and terms of payment or performance of, or renew or alter, any Guaranteed Obligation, Obligation or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms of the Credit Documents or any documents, instruments or agreements executed in connection therewith, in each case with the consent of Borrower, the Project Participants and Guarantor (in each case, as and to the extent required by the applicable Credit Document), and the agreements and guarantees herein made shall apply to the Guaranteed Obligations or such other obligations as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty
(2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof;
(3ii) exercise or refrain from exercising any rights against Borrower, any Project Participant, or others (including Guarantor) or otherwise act or refrain from acting;
(4iii) add any guarantor or release any other guarantor from its obligations, in each case, obligations without affecting or impairing the obligations of the Guarantor hereunder;
(5iv) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment or performance of all or any part thereof to the payment or performance of any obligations and liabilities which may be due to Buyerthe Secured Parties or others;
(6v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or securing the Guaranteed Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst;
(vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty Borrower or any Project Participant to Buyer the Secured Parties under the Purchase Agreement Credit Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid; and, except that sums paid by Guarantor hereunder shall be deemed to have been paid in respect of the applicable obligation of Guarantor hereunder;
(7vii) consent to or waive any breach of, or any act, omission or default under, the Credit Documents or otherwise amend, modify or supplement (with the consent of Guarantor, Borrower and the Project Participants, as and to the extent required by the Credit Documents) the Credit Documents or any of such other instruments or agreements; and/or
(viii) act or fail to act in any manner referred to in this Agreement Guaranty which may deprive the Guarantor of its right to subrogation against Partner Counterparty Borrower or any Project Participant to recover full indemnity for any payments or performances made pursuant to this Agreement Guaranty or of its right of contribution against any other party.
(dc) This is a continuing agreement and all obligations to which it applies No invalidity, irregularity or may apply under unenforceability of the Guaranteed Obligations or invalidity, irregularity, unenforceability or non-perfection of any collateral (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount of the Guarantor’s liability and all rightsCredit Documents or any documents, powers and remedies of Buyer hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be instruments or agreements executed in addition to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor under this Guaranty is independent of the obligations of any other Person, which may be initially or otherwise responsible for performance or payment of the obligations hereunder, andconnection therewith, in each case with the event consent of Borrower, the Project Participants and Guarantor (in each case, as and to the extent required by the applicable Credit Document), and the agreements and guarantees herein made shall apply to the Guaranteed Obligations or such other obligations as changed, extended, renewed, modified, amended, supplemented or altered in any default hereunder, a separate action or actions may be brought and prosecuted against the Guarantor, whether or not any other Person is joined therein or a separate action or actions are brought against the Guarantor or any other Person.manner;
Appears in 1 contract
Obligations Absolute and Unconditional. (a) The obligations of the Guarantor under Section 2.1 are primary obligations of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee of the Guaranteed Obligations and not of collectability, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Partner CounterpartySeller’s or any other Person’s liabilities and obligations to any Buyer. The obligations of the Guarantor shall constitute a guaranty of payment when due and not of collectioncollection only, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Partner Counterparty, Seller or Project Company to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any of the obligations under the Purchase Agreement, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each Guaranteed Obligation in immediately available funds as and when it is due. Each failure by the Guarantor to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty Seller or any other Person and whether or not Partner Counterparty Seller or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude any Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty Seller of a Notice of a claim for indemnification under the Purchase Agreement.
(b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein.
(c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner CounterpartySeller, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at Polk 3 Seller Guaranty any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) may, at any time and from time to time (whether or not after revocation or termination of this Agreement) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law which cannot be waived, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(1) consent to any change in the manner or place and terms of payment of, or renew or alter, any Guaranteed Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and the agreements herein made shall apply to the Guaranteed Obligations or such other obligations as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty;
(2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof;
(3) exercise or refrain from exercising any rights against others or otherwise act or refrain from acting;
(4) add any guarantor or release any other guarantor from its obligations, in each case, without affecting or impairing the obligations of the Guarantor hereunder;
(5) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to any Buyer;
(6) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty Seller to any Buyer under the Purchase Agreement in the manner provided therein regardless of what obligations and liabilities remain unpaid; and
(7) act or fail to act in any manner referred to in this Agreement which may deprive the Guarantor of its right to subrogation against Partner Counterparty Seller to recover full indemnity for any payments made pursuant to this Agreement or of its right of contribution against any other party.
(d) This is a continuing agreement and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount of the Guarantor’s liability and all rights, powers and remedies of Buyer hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor under this Guaranty is independent of the obligations of any other Person, which may be initially or otherwise responsible for performance or payment of the obligations hereunder, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against the Guarantor, whether or not any other Person is joined therein or a separate action or actions are brought against the Guarantor or any other Person.each
Appears in 1 contract
Sources: Guaranty (OPAL Fuels Inc.)
Obligations Absolute and Unconditional. (a) The obligations of the Guarantor under Section 2.1 hereunder are primary obligations of the Guarantor and are constitute an absolute, unconditional, continuing and irrevocable guarantee of payment and performance of the Guaranteed Obligations and the other obligations of Guarantor hereunder and not of collectabilitycollectibility, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Partner Counterparty’s or any other PersonSettling Defendant’s liabilities and obligations to Buyer. The obligations of the Guarantor shall constitute a guaranty of payment and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Partner Counterparty, Seller or Project Company to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any of the obligations under the Purchase Agreement, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each Guaranteed Obligation in immediately available funds as and when it is dueEPA. Each failure by the Guarantor to pay or perform, as the case may be, a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewithhereunder, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty or any other Person and whether or not Partner Counterparty or any other Person is joined in any action under this Agreementarises. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty of a Notice of a claim for indemnification under the Purchase Agreement.
(b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein.
(c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner Counterparty, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) EPA may, at any time and from time to time (whether or not after revocation or termination of this AgreementGuarantee) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law the Consent Decree or applicable law which cannot be waived, without incurring responsibility to Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(1) consent to any : change in the manner or manner, place and terms of payment or performance of, or renew or alter, any Guaranteed Obligation, Obligation or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or in any manner modify, amend or supplement the terms of the Consent Decree or any documents, instruments or agreements executed in connection therewith, in each case with the consent of Settling Defendant (in each case, as and to the extent required by the Consent Decree), and the agreements and guarantees herein made shall apply to the Guaranteed Obligations or such other obligations as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty
(2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof;
(3) exercise or refrain from exercising any rights against others or otherwise act or refrain from acting;
(4) add any guarantor or release any other guarantor from its obligations, in each case, without affecting or impairing the obligations of the Guarantor hereunder;
(5) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to Buyer;
(6) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty to Buyer under the Purchase Agreement in the manner provided therein regardless of what obligations and liabilities remain unpaid; and
(7) act or fail to act in any manner referred to in this Agreement which may deprive the Guarantor of its right to subrogation against Partner Counterparty to recover full indemnity for any payments made pursuant to this Agreement or of its right of contribution against any other party.
(d) This is a continuing agreement and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount of the Guarantor’s liability and all rights, powers and remedies of Buyer hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor under this Guaranty is independent of the obligations of any other Person, which may be initially or otherwise responsible for performance or payment of the obligations hereunder, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against the Guarantor, whether or not any other Person is joined therein or a separate action or actions are brought against the Guarantor or any other Person.
Appears in 1 contract
Sources: Guarantee Agreement
Obligations Absolute and Unconditional. (a) The obligations of the Guarantor under the Guarantee are absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any action or inaction by IDB Invest as contemplated in Section 2.1 are primary obligations 7.3 (Continuing Guarantee); (b) any invalidity, irregularity or unenforceability of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee all or part of the Guaranteed Obligations and not or of collectabilityany security therefor; (c) any amendment, and are modification, waiver or consent to departure from the terms of any Guaranteed Obligation, including, without limitation, any renewal or extension of the time of payment or change in no way conditioned on the manner or contingent upon place of payment; (d) any attempt to enforce in whole law, regulation, decree or in part Partner Counterparty’s order of any jurisdiction, or any other Personevent, affecting any term of any Guaranteed Obligation or IDB Invest’s liabilities and obligations to Buyerrights with respect thereto; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by IDB Invest that might otherwise constitute a defense available to, or a legal equitable discharge of, the Borrower or the Guarantor or any other guarantor or surety. The Guarantee is a primary obligation of the Guarantor. The obligations of the Guarantor shall constitute a guaranty of payment and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Partner Counterparty, Seller or Project Company to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any of the obligations under the Purchase Agreement, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each Guaranteed Obligation in immediately available funds as and when it is due. Each failure by the Guarantor to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty or any other Person and whether or not Partner Counterparty or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty of a Notice of a claim for indemnification under the Purchase Agreement.
(b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein.
(c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner Counterparty, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) may, at any time and from time to time (whether or not after revocation or termination of this Agreement) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law which cannot be waived, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(1) consent to any change in the manner or place and terms of payment of, or renew or alter, any Guaranteed Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and the agreements herein made shall apply to the Guaranteed Obligations or such other obligations as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty
(2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof;
(3) exercise or refrain from exercising any rights against others or otherwise act or refrain from acting;
(4) add any guarantor or release any other guarantor from its obligations, in each case, without affecting or impairing the obligations of the Guarantor hereunder;
(5) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to Buyer;
(6) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty to Buyer under the Purchase Agreement in the manner provided therein regardless of what obligations and liabilities remain unpaid; and
(7) act or fail to act in any manner referred to in this Agreement which may deprive the Guarantor of its right to subrogation against Partner Counterparty to recover full indemnity for any payments made pursuant to this Agreement or of its right of contribution against any other party.
(d) This is a continuing agreement and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount of the Guarantor’s liability and all rights, powers and remedies of Buyer hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor under this Guaranty is are independent of the obligations of the Borrower and the obligations of any other Person, which may be initially or otherwise responsible for performance or payment guarantor of the obligations hereunderof the Borrower, and, in the event of any default hereunder, and a separate action or actions may be brought and prosecuted against the Guarantor, Guarantor whether or not any other Person action is joined therein or a separate action or actions are brought against the Guarantor Borrower or any of such other guarantors and whether or not the Borrower is joined in any such action or actions. If at any time any payment made under this Agreement or any other PersonFinancing Document is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, reorganization, or similar event of the Borrower, then the obligations of the Guarantor hereunder with respect to such payment shall be automatically reinstated at such time as though such payment had been due but not made at such time.
Appears in 1 contract
Sources: B Loan Supplement (Millicom International Cellular Sa)
Obligations Absolute and Unconditional. (a) The obligations of the Guarantor under Section 2.1 are primary obligations of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee of the Guaranteed Obligations and not of collectability, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Partner Counterparty’s or any other Person’s liabilities and obligations to Buyer. The obligations of the Guarantor shall constitute a guaranty of payment and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Partner Counterparty, Seller or Project Company to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any of the obligations under the Purchase Agreement, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each Guaranteed Obligation in immediately available funds as and when it is due. Each failure by the Guarantor to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty or any other Person and whether or not Partner Counterparty or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty of a Notice of a claim for indemnification under the Purchase Agreement.
(b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein.
(c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner Counterparty, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount Exhibit 10.2 of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) may, at any time and from time to time (whether or not after revocation or termination of this Agreement) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law which cannot be waived, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(1) consent to any change in the manner or place and terms of payment of, or renew or alter, any Guaranteed Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and the agreements herein made shall apply to the Guaranteed Obligations or such other obligations as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty;
(2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof;
(3) exercise or refrain from exercising any rights against others or otherwise act or refrain from acting;
(4) add any guarantor or release any other guarantor from its obligations, in each case, without affecting or impairing the obligations of the Guarantor hereunder;
(5) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to Buyer;
(6) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty to Buyer under the Purchase Agreement in the manner provided therein regardless of what obligations and liabilities remain unpaid; and
(7) act or fail to act in any manner referred to in this Agreement which may deprive the Guarantor of its right to subrogation against Partner Counterparty to recover full indemnity for any payments made pursuant to this Agreement or of its right of contribution against any other party.
(d) This is a continuing agreement and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount of the Guarantor’s liability and all rights, powers and remedies of Buyer hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor under this Guaranty is independent of the obligations Exhibit 10.2 of any other Person, which may be initially or otherwise responsible for performance or payment of the obligations hereunder, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against the Guarantor, whether or not any other Person is joined therein or a separate action or actions are brought against the Guarantor or any other Person.
Appears in 1 contract
Sources: Guaranty (OPAL Fuels Inc.)
Obligations Absolute and Unconditional. (a) The obligations of the Guarantor under Section 2.1 hereunder are primary obligations of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee guaranty of the Guaranteed Obligations payment and not of collectability, collectibility or performance and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Partner Counterparty’s or any other Person’s Borrower's liabilities and obligations to Buyerthe Bridge Banks. The obligations of the Guarantor If Borrower shall constitute a guaranty of payment and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Partner Counterparty, Seller or Project Company fail to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for pay any of the Guaranteed Obligations or any of the obligations under the Purchase Agreementas and when they are due, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each such Guaranteed Obligation Obligations in immediately available funds as funds, and when it is due. Each each such failure by the Guarantor Borrower to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty or any other Person and whether or not Partner Counterparty or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty of a Notice of a claim for indemnification under the Purchase Agreementarises.
(b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein.
(c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner Counterparty, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) Bridge Banks may, at any time and from time to time (whether or not after revocation or termination of this AgreementGuaranty) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law applicable law which cannot be waivedwaived or any notice required hereunder, without incurring responsibility to Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
, (1i) consent to any change in the manner or manner, place and terms of payment or change or extend the time of such payment of, renew, or renew or alter, alter any Guaranteed Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereofhereof or in any manner modify, amend or supplement the terms of the Bridge Loan Agreement, any documents, instruments or agreements executed in connection therewith, and the agreements guaranty herein made shall apply to the Guaranteed Obligations or such other obligations Obligations, as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty
(2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof;
(3ii) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or otherwise act or refrain from acting;
; (4iii) add any guarantor or release any other guarantor from its obligations, in each case, obligations without affecting or impairing the obligations of the Guarantor hereunder;
; (5iv) settle or compromise any Guaranteed Obligations or and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to Buyer;
the Bridge Banks or others; (6v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing the Guaranteed Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty Borrower to Buyer the Bridge Banks under the Purchase Bridge Loan Agreement or the other Bridge Loan Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid; and
(7vii) consent to or waive any breach of, or any act, omission or default under, the Bridge Loan Agreement or any other Bridge Loan Document; and/or (viii) act or fail to act in any manner referred to in this Agreement Guaranty which may deprive the Guarantor of its right to subrogation against Partner Counterparty Borrower to recover full indemnity for any payments made pursuant to this Agreement Guaranty or of its right of contribution against any other party.
(c) No invalidity, irregularity or unenforceability of the Guaranteed Obligations or invalidity, irregularity, unenforceability or nonperfection of any collateral therefor, shall affect, impair, or be a defense to this Guaranty, which is a primary obligation of Guarantor.
(d) This is a continuing agreement Guaranty and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount In the event that, notwithstanding the provisions of Section 2.2(a) hereof, this Guaranty shall be deemed revocable in accordance with applicable law, then to the extent permitted by applicable law any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by Guarantor. To the extent permitted by applicable law, no revocation or termination hereof shall affect in any manner rights arising under this Guaranty with respect to Guaranteed Obligations (i) arising prior to receipt by Administrative Agent of written notice of such revocation or termination and the sole effect of revocation and termination hereof shall be to exclude from this Guaranty Guaranteed Obligations thereafter arising which are unconnected with Guaranteed Obligations theretofore arising or transactions theretofore entered into or (ii) arising as a result of an Event of Default under the Bridge Loan Agreement occurring by reason of the revocation or termination of this Guaranty.
(e) Guarantor shall file, in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law, all claims which Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor’s liability , and hereby assigns to Administrative Agent on behalf of the Bridge Banks all rightsrights of Guarantor thereunder. If Guarantor does not file any such claim, powers Administrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Administrative Agent's discretion, to assign the claim to a nominee and remedies to cause proofs of Buyer claim to be filed in the name of Administrative Agent's nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Administrative Agent or its nominee shall have the sole right to accept or reject any plan proposed in any such proceeding and to take any other action which a party filing a claim is entitled to take. In all such cases, whether in administration, bankruptcy or otherwise, the person authorized to pay such a claim shall pay the same to Administrative Agent to the extent of any Guaranteed Obligations which then remain unpaid and, to the full extent necessary for that purpose, Guarantor hereby assigns to Administrative Agent all of Guarantor's rights to all such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor's obligations hereunder shall not -------- ------- be satisfied except to the extent that Administrative Agent receives cash by reason of any such payment or distribution. If Administrative Agent receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty.
(f) Except as otherwise required by law, each payment required to be made by Guarantor to Administrative Agent or the Bridge Banks hereunder shall be cumulative and not alternative and made without deduction or withholding for or on account of Taxes. If such rightsdeduction or withholding is so required, powers and remedies shall Guarantor shall, upon notice thereof from Administrative Agent, (i) pay the amount required to be in addition deducted or withheld to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions from amounts payable under this Guaranty is independent of the obligations of any other Person, which may be initially or otherwise responsible for performance or payment of the obligations hereunder, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against the Guarantor, whether or not any other Person is joined therein or a separate action or actions are brought against the Guarantor or any other Person.Section
Appears in 1 contract
Obligations Absolute and Unconditional. (a) The obligations of the Guarantor Subtenant to pay Basic Rent, Additional Payments and any other amounts payable under Section 2.1 this Sublease and to observe and perform its covenants, agreements and obligations provided in this Sublease are primary obligations absolute and unconditional. Nothing contained in this Sublease shall be construed as releasing the Sublandlord from the observance or performance of any covenant, agreement or other obligation on its part under the Master Lease or this Sublease; and in the event that the Sublandlord should fail to observe or perform any such covenant, agreement or other obligation, the Subtenant may institute any action against the Sublandlord which the Subtenant may deem necessary to compel observance and performance or to recover damages for nonobservance or nonperformance, provided, however, Subtenant shall not institute such an action if the covenant, agreement or obligation alleged by Subtenant to not have been performed by Sublandlord is an obligation of Subtenant under this Sublease. The Subtenant (in its own name and on its own behalf or, to the extent lawful, in the name and on behalf of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee of the Guaranteed Obligations and not of collectability, and are in no way conditioned on Sublandlord) may prosecute or contingent upon defend any attempt to enforce in whole action or in part Partner Counterparty’s proceeding or take any other Person’s liabilities action involving third persons (including, but not limited to, Landlord) which the Subtenant deems to be reasonably necessary to secure or protect its rights of possession, occupancy and obligations to Buyeruse hereunder. The obligations of In that event, the Guarantor shall constitute a guaranty of payment Sublandlord covenants and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: agrees (i) to cooperate fully with the genuinenessSubtenant, validity, legality or enforceability of the Purchase Agreement, and (ii) if the lack of power or authority of Partner CounterpartySubtenant shall so request, Seller or Project Company to enter into take all action necessary to effect the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for any joinder of the Guaranteed Obligations Subtenant or any substitution of the obligations under Subtenant for the Purchase Agreement, or (iv) any other circumstance whatsoever Sublandlord in that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each Guaranteed Obligation in immediately available funds as and when it is due. Each failure by the Guarantor to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty or any other Person and whether or not Partner Counterparty or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty of a Notice of a claim for indemnification under the Purchase Agreement.
(b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein.
(c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner Counterparty, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) may, at any time and from time to time (whether or not after revocation or termination of this Agreement) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law which cannot be waived, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
(1) consent to any change in the manner or place and terms of payment of, or renew or alter, any Guaranteed Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and the agreements herein made shall apply to the Guaranteed Obligations or such other obligations as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty
(2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof;
(3) exercise or refrain from exercising any rights against others or otherwise act or refrain from acting;
(4) add any guarantor or release any other guarantor from its obligations, in each case, without affecting or impairing the obligations of the Guarantor hereunder;
(5) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to Buyer;
(6) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty to Buyer under the Purchase Agreement in the manner provided therein regardless of what obligations and liabilities remain unpaid; and
(7) act or fail to act in any manner referred to in this Agreement which may deprive the Guarantor of its right to subrogation against Partner Counterparty to recover full indemnity for any payments made pursuant to this Agreement or of its right of contribution against any other party.
(d) This is a continuing agreement and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount of the Guarantor’s liability and all rights, powers and remedies of Buyer hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor under this Guaranty is independent of the obligations of any other Person, which may be initially or otherwise responsible for performance or payment of the obligations hereunder, and, in the event of any default hereunder, a separate action or actions may be brought proceeding. If Subtenant is not permitted to so prosecute or defend as aforesaid, then Sublandlord agrees at the request of Subtenant to prosecute or defend the same for and prosecuted against the Guarantor, whether or not any other Person is joined therein or a separate action or actions are brought against the Guarantor or any other Personon behalf of Subtenant.
Appears in 1 contract
Obligations Absolute and Unconditional. (a) The obligations of the Guarantor under Section 2.1 hereunder are primary obligations of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee guaranty of the Guaranteed Obligations payment and not of collectability, collectibility or performance and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Partner Counterparty’s or any other Person’s Borrower's liabilities and obligations to Buyerthe Bridge Banks. The obligations of the Guarantor If Borrower shall constitute a guaranty of payment and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Partner Counterparty, Seller or Project Company fail to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for pay any of the Guaranteed Obligations or any of the obligations under the Purchase Agreementas and when they are due, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. The Guarantor shall forthwith pay each such Guaranteed Obligation Obligations in immediately available funds as funds, and when it is due. Each each such failure by the Guarantor Borrower to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Partner Counterparty or any other Person and whether or not Partner Counterparty or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Partner Counterparty of a Notice of a claim for indemnification under the Purchase Agreementarises.
(b) Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein.
(c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Partner Counterparty, (iii) demand or presentment for payment to Partner Counterparty or Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under the Purchase Agreement, and (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Partner Counterparty or Seller (and their successors and assigns) Bridge Banks may, at any time and from time to time (whether or not after revocation or termination of this AgreementGuaranty) without the consent of or notice to the Guarantor, but solely in accordance with the Purchase Agreement, except such notice as may be required by Applicable Law applicable law which cannot be waivedwaived or any notice required hereunder, without incurring responsibility to Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:
, (1i) consent to any change in the manner or manner, place and terms of payment or change or extend the time of such payment of, renew, or renew or alter, alter any Guaranteed Obligation, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereofhereof or in any manner modify, amend or supplement the terms of the Bridge Loan Agreement, any documents, instruments or agreements executed in connection therewith, and the agreements guaranty herein made shall apply to the Guaranteed Obligations or such other obligations Obligations, as so changed, extended, renewed, modified, amended, supplemented or altered in any manner; Sapphire 3 Seller Guaranty
(2) otherwise amend or modify the Purchase Agreement pursuant to the terms thereof;
(3ii) exercise or refrain from exercising any rights against Borrower or others (including Guarantor) or otherwise act or refrain from acting;
; (4iii) add any guarantor or release any other guarantor from its obligations, in each case, obligations without affecting or impairing the obligations of the Guarantor hereunder;
; (5iv) settle or compromise any Guaranteed Obligations or and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to Buyer;
the Bridge Banks or others; (6v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing the Guaranteed Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Partner Counterparty Borrower to Buyer the Bridge Banks under the Purchase Bridge Loan Agreement or the other Bridge Loan Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid; and
(7vii) consent to or waive any breach of, or any act, omission or default under, the Bridge Loan Agreement or any other Bridge Loan Document; and/or (viii) act or fail to act in any manner referred to in this Agreement Guaranty which may deprive the Guarantor of its right to subrogation against Partner Counterparty Borrower to recover full indemnity for any payments made pursuant to this Agreement Guaranty or of its right of contribution against any other party.
(c) No invalidity, irregularity or unenforceability of the Guaranteed Obligations or invalidity, irregularity, unenforceability or nonperfection of any collateral therefor, shall affect, impair, or be a defense to this Guaranty, which is a primary obligation of Guarantor.
(d) This is a continuing agreement Guaranty and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The amount In the event that, notwithstanding the provisions of Section 2.2(a) hereof, this Guaranty shall be deemed revocable in accordance with applicable law, then to the extent permitted by applicable law any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by Guarantor. To the extent permitted by applicable law, no revocation or termination hereof shall affect in any manner rights arising under this Guaranty with respect to Guaranteed Obligations (i) arising prior to receipt by Administrative Agent of written notice of such revocation or termination and the sole effect of revocation and termination hereof shall be to exclude from this Guaranty Guaranteed Obligations thereafter arising which are unconnected with Guaranteed Obligations theretofore arising or transactions theretofore entered into or (ii) arising as a result of an Event of Default under the Bridge Loan Agreement occurring by reason of the revocation or termination of this Guaranty.
(e) Guarantor shall file, in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law, all claims which Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor’s liability , and hereby assigns to Administrative Agent on behalf of the Bridge Banks all rightsrights of Guarantor thereunder. If Guarantor does not file any such claim, powers Administrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Administrative Agent's discretion, to assign the claim to a nominee and remedies to cause proofs of Buyer claim to be filed in the name of Administrative Agent's nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Administrative Agent or its nominee shall have the sole right to accept or reject any plan proposed in any such proceeding and to take any other action which a party filing a claim is entitled to take. In all such cases, whether in administration, bankruptcy or otherwise, the person authorized to pay such a claim shall pay the same to Administrative Agent to the extent of any Guaranteed Obligations which then remain unpaid and, to the full extent necessary for that purpose, Guarantor hereby assigns to Administrative Agent all of Guarantor's rights to all such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor's obligations hereunder shall not be satisfied -------- ------- except to the extent that Administrative Agent receives cash by reason of any such payment or distribution. If Administrative Agent receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty.
(f) Except as otherwise required by law, each payment required to be made by Guarantor to Administrative Agent or the Bridge Banks hereunder shall be cumulative and not alternative and made without deduction or withholding for or on account of Taxes. If such rightsdeduction or withholding is so required, powers and remedies shall Guarantor shall, upon notice thereof from Administrative Agent, (i) pay the amount required to be in addition deducted or withheld to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions from amounts payable under this Guaranty is independent of the obligations of any other Person, which may be initially or otherwise responsible for performance or payment of the obligations hereunder, and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against the Guarantor, whether or not any other Person is joined therein or a separate action or actions are brought against the Guarantor or any other Person.Section
Appears in 1 contract