Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. (c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
Appears in 1 contract
Obligations Guaranteed. (a) The Subsidiary GuarantorsGuarantor hereby irrevocably, jointly absolutely and severally, hereby unconditionally guarantee guarantees to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and Secured Party all of the payments obligations (including all payment and other sums when and as the same shall become due, required to be paid by performance obligations) of the Borrower under pursuant to and in accordance with the terms of this Agreement and under each conditions of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements Common Agreement that were or are hereafter required to be performed and observed by the Borrower under through the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items Project Completion Date, including, but not limited to, (i) through causing the Project Completion Date to occur on the date specified in the Loan Documents, (iv)ii) complying with the Overrun Equity Commitment, and (iii) all obligations to correct any deficiencies in the "Subsidiary Guarantee Project that arise prior to the Project Completion Date (the “Guaranteed Obligations"”). The Subsidiary Guarantors Guarantor further hereby irrevocably irrevocably, absolutely and unconditionally agree agrees that upon any default in the payment of any of the Guaranteed Obligations by the Borrower in the paymentBorrower, when dueincluding, of any principal ofwithout limitation, interest on regularly scheduled payments or other amounts (including amounts in accelerated payments due with respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction DocumentDOE-Guaranteed Loan, the Subsidiary Guarantors Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lendersame. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors Guarantor shall be paid in the lawful currency money of the United States of America. Each and every default (i) in the payment or performance of any of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, Guaranteed Obligations shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(cb) The Subsidiary Guarantors Guarantor further agree agrees that the Subsidiary Guarantee Obligations constitute this Guaranty Agreement constitutes an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders any Secured Party to (i1) any security held by or for the benefit of the Agent and the Lenders any Secured Party for payment any of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction DocumentsGuaranteed Obligations, (ii2) the Agent's and Lenders' right Secured Parties rights against any other Person, or (iii3) any other right or remedy available to the Agent and the Lenders Secured Parties by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations obligations of the Guarantor under this Guaranty Agreement are direct, unconditional and completely independent of the obligations of any other Person or entityPerson, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors Guarantor without the necessity of joining any other party or previous previously proceeding with or exhausting any other remedy against any other Person who might have become liable for any of the indebtedness Guaranteed Obligations or of realizing upon any security held by or for the benefit of the Agent and the LendersSecured Parties.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
Appears in 1 contract
Obligations Guaranteed. (a) The Subsidiary GuarantorsPartnership hereby guarantees, jointly subject to the provisions of Section 15.8, to the Trustee for its own benefit and severally, hereby unconditionally guarantee to each the benefit of the Agent and the Lenders Holders from time to time (i) the full and prompt payment of the principal of and premium, if any, on the Revolving Loan Notes Bonds and the indebtedness represented thereby and the L/C Obligations thereby, when and as the same shall become due and payable, whether at the stated maturity Stated Maturity thereof, by acceleration, call for redemption or otherwise; , (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations Bonds when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount“Partnership Guarantee”), interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment to the Trustee of an amount equal all fees, costs, expenses or other amounts payable to each and all of the payments and other sums Trustee under the Indenture when and as the same shall become due, required to be paid by due and payable the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors Partnership hereby irrevocably and unconditionally agree agrees, subject to the provisions of Section 15.2 and Section 15.8, that upon any default by the Borrower Company in the payment, when due, of any principal of, premium, if any, or interest on or other amounts (including amounts in respect of fees the Bonds, and indemnification owing to after demand therefor being made upon the Agent or Company by the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction DocumentTrustee, the Subsidiary Guarantors Partnership will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lendersame. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors Partnership shall be paid in the lawful currency money of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, or interest on or other amounts due under the Revolving Loan Notes or L/C ObligationsBonds shall, (ii) in subject to the payment provisions of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction DocumentsSection 15.8, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(cb) The Subsidiary Guarantors Partnership further agree agrees, subject to the provisions of Section 15.2 and Section 15.8, that the Subsidiary this Partnership Guarantee Obligations constitute constitutes an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and Trustee or the Lenders to (i) any security held by or for the benefit Holders of the Agent and Bonds, after demand for such payment being made upon the Lenders for payment of Company by the principal ofTrustee, premium, if any, interest on to the Trustee’s or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right any Bondholder’s rights against any other Person, or (iii) any other right or remedy available to the Agent and Trustee or any Holder of the Lenders Bonds by contract, applicable law or otherwise. The Subsidiary obligations of the Partnership under this Partnership Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entityPerson, and and, subject to the provisions of Section 15.8, a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors Partnership, after demand for payment being made upon the Company by the Trustee, without the necessity of joining the Company or any other party or previous previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all Holders of the Transaction DocumentsBonds.
Appears in 1 contract
Samples: Trust Indenture (Dynegy Inc /Il/)
Obligations Guaranteed. The Guarantor hereby guarantees to GMAC- CMS and the Other Beneficiaries (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee the timely purchase or replacement of any Mortgage Loans which the Seller is obligated to each repurchase or replace pursuant to Section 6 of the Agent Purchase Agreement and the Lenders fails to do so in accordance therewith, (ib) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payablepunctual payment, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full observance and prompt payment performance of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each obligations of the other Transaction Documents Seller, pursuant to which it is a party and (iv) the full and prompt performance and observance by the Borrower Section 9 of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premiumPurchase Agreement, if any, interest on the Seller fails to pay or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum perform as required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunderthereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for timely payment of the principal ofcosts, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' feesexpenses of enforcement pursuant to Section 6(d) incurred of the Purchase Agreement), if the Seller fails to pay as required under the Purchase Agreement (the "Obligations"), each Obligation as subject to any extensions or waivers agreed to in writing by GMAC-CMS or, to the extent appropriate, any of the Other Beneficiaries; provided that, notwithstanding anything herein to the contrary, in no event shall the Guarantor guaranty or otherwise be responsible for any Obligation to the extent (but only to the extent) that it has been amended, rescinded, waived, modified or in any way altered, unless and until such amendment, rescission, waiver or alteration has been consented to in writing by the Agent Guarantor after notice to the Guarantor by the Seller. It is herein acknowledged that no Obligation under the Purchase Agreement may be amended, rescinded, waived, modified or in any way altered except by writing signed by GMAC-CMS and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction DocumentsSeller.
Appears in 1 contract
Samples: Guaranty Agreement (Gmac Commercial Mortgage Securities Inc)
Obligations Guaranteed. (a) The Each of the Subsidiary Guarantors, jointly and severally, in consideration of the execution and delivery of this Agreement and certain other benefits to the Subsidiary Guarantors which are expected to arise as a result of the transactions contemplated by this Agreement, hereby unconditionally guarantee and irrevocably guarantees to each the Purchasers and to the holders from time to time of the Agent Notes the due and the Lenders (i) the full and prompt punctual payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest whether at the Overdue Rate on maturity thereof, by acceleration, by notice of prepayment or otherwise) according to the terms thereof and of this Agreement, as such may be amended from time to time, and the due and punctual payment of any part other amounts owing to the Purchasers and to such holders under or in respect of the principal amountNotes, interest amount or other amount and the due and punctual payment of any obligations with respect to the Put owing to the Purchasers and to the holders of the Warrants, under this Agreement and not paid when due); (iii) the full and prompt all other payment of an amount equal to each and all obligations of the payments Company and other sums when its Subsidiaries hereunder and as the same shall become duethereunder, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and whether absolute or contingent, liquidated or unliquidated (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv)collectively, the "Subsidiary Guarantee Guaranteed Obligations"). The Subsidiary Guarantors hereby irrevocably In the absence of the due observance and unconditionally agree that upon any default performance by the Borrower in the payment, when due, Company and its Subsidiaries of any principal ofof its or their other obligations, undertakings and conditions contained in this Agreement, each Subsidiary Guarantor shall use its best efforts, to the extent practicable, to provide reasonably equivalent performance intended to achieve comparable results. If the Company or its Subsidiaries shall not punctually pay any such principal, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent Guaranteed Obligations (regardless of whether the Purchasers or the Lenders) due under holders of the Revolving Loan NotesNotes or Warrants have recourse against the Company), this Agreement each Subsidiary Guarantor shall provide that such payment be made forthwith thereafter. If the Purchasers or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency holders of the United States of America. Each and every default (i) in Notes shall have the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under declare any or all of the Transaction DocumentsNotes or other Guaranteed Obligations due and payable,. and acceleration of the payment of such Notes or other Guaranteed Obligations is stayed, enjoined or otherwise prevented for any reason, in each case as determined in good faith by the Purchasers and each holder of Notes, each Subsidiary Guarantor, upon demand therefor, shall pay to the Purchasers and each holder of Notes, the sums which would have been due to the Purchasers and such holders under this Agreement if such acceleration had occurred, all as permitted by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Decrane Aircraft Holdings Inc)
Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly Guarantor unconditionally guarantees to Lender the prompt and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt unconditional payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payableinterest thereon, whether at the stated maturity thereofnow or hereafter advanced, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest under the Note, whether at stated maturity, by acceleration or otherwise, and any and all sums of money that, at the Overdue Rate on any part time, may have become due and payable under the provisions of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv)Note, the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the paymentMortgage, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement Mortgage Modifications or any other Transaction Documentloan document executed in connection with same (as same may be extended, renewed, modified, substituted and amended, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably “Loan Documents”), as well as, without limitation, all other loans, advances, indebtedness, notes, and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.liabilities;
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal ofGuarantor unconditionally guarantees to Lender all other amounts, premiumliquidated or unliquidated, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid owing by the Borrower to the Lender any time, of each and every kind, nature and description, whether arising under the terms of this Agreement Mortgage or otherwise, and whether secured or unsecured, direct or indirect (that is, whether the other Transaction Documents, or (iii) in the prompt performance and observance same are due directly by the Borrower to the Lender, or are due indirectly by the Borrower to the Lender, or any of its affiliates as endorser, guarantor or other surety, or as borrower of obligations due third persons which have been endorsed or assigned to the Lender or otherwise), absolute or contingent, due or to become due, now existing or hereafter arising or contracted, including, without limitation, payment when due of all amounts outstanding respecting any of the Loan Documents and the due and prompt performance of all of the obligationsterms, agreements, covenants and agreements required to be performed and observed by the Borrower under the terms conditions of the Transaction DocumentsNote, shall give rise to a separate cause of action hereunder, the Mortgage and separate suits may be brought hereunder as each cause of action arises.the other Loan Documents (the “Guaranteed Amount”); and
(c) The Subsidiary Guarantors further agree Guarantor unconditionally guarantees to Lender payment in full of any and all expenses that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort may be had paid or incurred by the Agent and Lender or any of its affiliates in the Lenders to (i) collection of all or any security held by or for the benefit portion of the Agent and Guarantor’s obligations hereunder or the Lenders for payment exercise or enforcement of any one or more of the principal ofother rights, premiumpowers, if anyprivileges, interest on or other amounts due remedies and interests of the Lender under the Revolving Loan Notes, this Agreement Documents or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (its affiliates hereunder including, without limitation, reasonable attorneys' ’ fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all , irrespective of the Transaction Documentsmanner or success of any such collection, exercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations.
Appears in 1 contract
Samples: Guaranty of Payment (NeoStem, Inc.)
Obligations Guaranteed. The Parent Guarantor hereby irrevocably, absolutely and unconditionally guarantees, to the Initial Noteholders and to each subsequent registered holder from time to time of the Notes (the Initial Noteholders and each subsequent registered holder of the Notes being hereinafter referred to as a "Noteholder"), (a) The Subsidiary Guarantorsthe full, jointly due and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt punctual payment in cash in U.S. Dollars of the principal of, Make-Whole Amount, if any, and interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the Revolving Loan Notes bankruptcy, insolvency or reorganization of any Co-Issuer, whether or not a claim for such interest is allowable in any such case or proceeding) on the Notes, and any other amount due and payable under the indebtedness represented thereby Notes, as and the L/C Obligations when and as the same such payment shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including, to the extent legally enforceable, interest due on overdue payments of principal, Make-Whole Amount, if any, or interest at the stated maturity thereofrate set forth in the Notes) in coin or currency of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, by acceleration, call for redemption or otherwise; (iib) the full and prompt payment payment, performance and observance by each Co-Issuer of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and or observed by the Borrower such Co-Issuer under the terms of this the Notes and/or the Note Purchase Agreement, and (c) the full and prompt payment in cash in U.S. Dollars, upon demand by any Noteholder of all costs and expenses, legal or otherwise (including attorneys fees) which any Co-Issuer is obligated to pay pursuant to the Notes and/or the Note Purchase Agreement and such expenses, if any, as shall have been expended or incurred in the enforcement of any right or privilege under the Notes or Note Purchase Agreement, and in each and every case irrespective of the other Transaction Documents to which it is a party (items (i) through (iv)validity, regularity, or enforcement of the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent Notes or the Lenders) due under the Revolving Loan Notes, this Note Purchase Agreement or any other Transaction Document, of the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lenderterms thereof. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each guarantee of the other Transaction Documents to which it Notes herein provided is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency guarantee of the United States of America. Each immediate and every default (i) timely payment in the payment cash in U.S. Dollars of the principal of, premiumand Make-Whole Amount, if any, and interest on, the Notes and all other amounts guaranteed hereunder as and when the same are due and payable and shall not be deemed to be a guarantee only of the collectibility of such payments and that in consequence thereof the Noteholders may xxx the Parent Guarantor directly upon any such principal, Make-Whole Amount, interest and all other amounts guaranteed hereunder becoming so due and payable or upon any failure of any Co-Issuer to perform any obligation under the Notes or the Note Purchase Agreement or failure of the Parent Guarantor to perform any other term or provision hereof. The Parent Guarantor agrees that it shall not make a payment on any guaranty securing the Note (as defined in the Revolving Credit Agreement) unless concurrently therewith it shall make payment hereunder to the Noteholders on the obligations guaranteed hereunder on a pari passu basis with respect to any such payment on or other amounts due under in respect of any such payment on or in respect of any guaranty securing the Note (as defined in the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arisesCredit Agreement).
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
Appears in 1 contract
Obligations Guaranteed. (a) The Subsidiary GuarantorsIn consideration for the Commitments, jointly and severally, the Guarantor hereby unconditionally guarantee and irrevocably guarantees to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount Obligation due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the a Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (including, without limitation, any indemnity for any loss, claim, expense or liability (including, without limitation, any Environmental Claims) that the Agent, a Lender or any of their respective officers, directors, employees or agents may suffer or incur) and (iv) the full and prompt performance and observance by the a Borrower and Xxxxxxxxx of the obligations, covenants and agreements required to be performed and observed by the such Borrower and/or Xxxxxxxxx under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors Guarantor hereby irrevocably and unconditionally agree agrees that upon any default by the a Borrower in the payment, when due, of any principal of, interest on or other amounts Obligations (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors Guarantor further hereby irrevocably and unconditionally agree agrees that upon any default by the a Borrower in any of its obligations, covenants and agreements required to be performed and observed by the such Borrower under this Agreement and or under each of the any other Transaction Documents Document to which it is a party, the Subsidiary Guarantors Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor hereby irrevocably and unconditionally agrees to the addition of additional Borrowers and Additional Loans (which shall become part of the Guarantee Obligations) pursuant to the terms and conditions of this Agreement, and that its guaranty shall be fully applicable to all Obligations of such Borrowers.
(b) All payments by the Subsidiary Guarantors Guarantor shall be paid in the lawful currency of the United States of AmericaStates. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts Obligations due under the Revolving Loan Notes or L/C ObligationsNotes, (ii) in the payment of any sum required to be paid by the a Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the a Borrower of all of the obligations, covenants and agreements required to be performed and observed by the such Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors Guarantor further agree agrees that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right light to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts Obligations due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors Guarantor without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors Guarantor shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
Appears in 1 contract
Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly and severally, Guarantor hereby unconditionally guarantee guarantees to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Revolving Term Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Term Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary “Guarantee Obligations"”). The Subsidiary Guarantors Guarantor hereby irrevocably and unconditionally agree agrees that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Term Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors Guarantor further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors Guarantor shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Term Loan Notes or L/C ObligationsNotes, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors Guarantor further agree agrees that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction DocumentsCollateral, (ii) the Agent's ’s and Lenders' ’ right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors Guarantor without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors Guarantor shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' ’ fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
Appears in 1 contract
Obligations Guaranteed. The Guarantor hereby guarantees to GMAC-CMS and the Other Beneficiaries (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee the timely purchase or replacement of any Mortgage Loans which the Seller is obligated to each repurchase or replace pursuant to Section 6 of the Agent Purchase Agreement and the Lenders fails to do so in accordance therewith, (ib) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payablepunctual payment, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full observance and prompt payment performance of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each obligations of the other Transaction Documents Seller, pursuant to which it is a party and (iv) the full and prompt performance and observance by the Borrower Section 9 of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premiumPurchase Agreement, if any, interest on the Seller fails to pay or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum perform as required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunderthereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for timely payment of the principal ofcosts, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' feesexpenses of enforcement pursuant to Section 6(d) incurred of the Purchase Agreement), if the Seller fails to pay as required under the Purchase Agreement (the "Obligations"), each Obligation as subject to any extensions or waivers agreed to in writing by GMAC-CMS or, to the extent appropriate, any of the Other Beneficiaries; provided that, notwithstanding anything herein to the contrary, in no event shall the Guarantor guaranty or otherwise be responsible for any Obligation to the extent (but only to the extent) that it has been amended, rescinded, waived, modified or in any way altered, unless and until such amendment, rescission, waiver or alteration has been consented to in writing by the Agent Guarantor after notice to the Guarantor by the Seller. It is herein acknowledged that no Obligation under the Purchase Agreement may be amended, rescinded, waived, modified or in any way altered except by writing signed by GMAC-CMS and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction DocumentsSeller.
Appears in 1 contract
Samples: Mortgage Loan Purchase Agreement (Gmac Commercial Mortgage Securities Inc)
Obligations Guaranteed. (a) The Subsidiary GuarantorsCompany, jointly in ------------------------ ---------------------- consideration of the execution and severallydelivery of this Agreement, hereby unconditionally guarantee and irrevocably guarantees to each you (together with your successors and assigns, hereinafter referred to as the "Purchaser"), and to the holders from time to time of the Agent Notes, the due and the Lenders (i) the full and prompt punctual payment of the principal of, premium, if any (including the Yield-Maintenance Premium), and interest on the Notes (including post-petition interest in the event of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations a bankruptcy or similar proceeding) when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption by notice of prepayment or otherwise; (ii) , according to the full terms thereof and prompt of this Agreement, and the due and punctual payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts owing to the Purchaser and to such holders under or in respect of fees the Notes and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any all other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each payment obligations of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought ESOP hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred amounts payable by the Agent ESOP pursuant to paragraph 7), whether absolute or contingent, liquidated of unliquidated. In the absence of the due observance and performance by the Lenders upon ESOP of any of its other obligations, undertakings and conditions contained in this Agreement, the occurrence Company shall use its best efforts, to the extent practicable, to provide reasonably equivalent performance intended to achieve comparable results. If the ESOP shall not punctually pay any such principal, premium (including, without limitation, Yield-Maintenance Premium), interest or other amounts (regardless of an Event whether the holders of Default under the Notes have recourse against the ESOP), the Company shall make such payment forthwith thereafter. If the Purchaser or any of the holders of the Notes shall have the right to declare any or all of the Transaction DocumentsNotes due and payable (or any such right shall be limited by operation of the last sentence of paragraph 9A or otherwise), and acceleration of the payment of such Notes is stayed, enjoined or otherwise prevented for any reason, including, without limitation, because of any bankruptcy proceeding or the provisions of Treasury Regulation section 54.4975-7 or 54.4975-11, the Company, upon demand therefor, shall pay to the Purchaser and each holder of Notes the sums which would have been due to the Purchaser and such holders under this Agreement if such acceleration had occurred, all as permitted by applicable law.
Appears in 1 contract
Samples: Note Purchase Agreement (Armstrong World Industries Inc)
Obligations Guaranteed. (a) The Subsidiary GuarantorsCorporate Guarantor hereby ---------------------- irrevocably, jointly absolutely and severally, hereby unconditionally guarantee guarantees to each the Trustee for the benefit of the Agent Holders from time to time of the Bonds, the Bank and the Lenders Issuing Agent (i1) the full and prompt payment of the principal of the Revolving Loan Notes Bonds and the indebtedness represented thereby thereby, and the L/C Obligations redemption premium, if any, on the Bonds when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption redemption, purchase or otherwise; , (ii2) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations Bonds when and as the same shall become due and payable (including interest at and, if the Overdue Rate Letter of Credit is in effect, on any part amounts due and owing to the Bank, (3) the payment, performance and observance of all obligations of the principal amount, interest amount or other amount due Lessee in favor of the Bank and the Issuing Agent under this the Reimbursement Agreement and not paid when due); in respect of the Letter of Credit, (iii4) to the extent permitted by law, the full and prompt payment of an amount equal to each and all of the rental payments and other sums sums, when and as the same shall become due, required to be paid by the Borrower Lessee under the terms of this Agreement and under each of the other Transaction Documents to which it is a party Lease Agreement, and (iv5) to the extent permitted by law, the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower Lessee of all of the obligations, covenants and agreements required to be performed and observed by the Borrower Lessee under the terms of the Transaction DocumentsLease Agreement (the payments, obligations, covenants and agreements referred to above being collectively referred to as the "Guaranteed Obligations"). The Corporate Guarantor further hereby irrevocably, absolutely and unconditionally agrees that upon any default in the payment of any the Guaranteed Obligations, the Corporate Guarantor will promptly pay the same. All payments by the Corporate Guarantor shall be paid in lawful money of the United States of America. Each and every default in the payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(cb) The Subsidiary Guarantors further agree Corporate Guarantor agrees that the Subsidiary Guarantee Obligations constitute this Guaranty Agreement constitutes an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Trustee, the Holders of the Bonds, the Bank or the Issuing Agent and the Lenders to (i1) any security held by or for the benefit of the Agent and the Lenders for payment Holders of the principal ofBonds, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement Bank or the Transaction DocumentsIssuing Agent for any of the Guaranteed Obligations, (ii2) the Trustee's, any Bondholder's, the Bank's or the Issuing Agent's and Lenders' right rights against any other Personperson, or (iii3) any other right or remedy available to the Trustee, any Holder of the Bonds, the Bank or the Issuing Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations obligations of the Corporate Guarantor under this Guaranty Agreement are direct, unconditional and completely independent of the obligations of any other Person or entityPerson, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors Corporate Guarantor without the necessity of joining the Agency or any other party or previous previously proceeding with or exhausting any other remedy against any other Person who might have become liable for any of the indebtedness Guaranteed Obligations or of realizing upon any security held by or for the benefit of the Agent and Holders of the LendersBonds, the Bank or the Issuing Agent.
(dc) The Subsidiary Guarantors shall pay Reference is made to Article X of the Indenture which provides that, subject to certain conditions, the Indenture may be discharged prior to the Agent date on which all of the Bonds have become due and payable if there shall be deposited with the Lenders all reasonable costs Trustee moneys and/or Government Obligations in an amount sufficient to pay the entire principal of, redemption premium, if any, and expenses interest due and to become due on such Bonds on or prior to the maturity or redemption thereof. If any lien, encumbrance or charge based on any claim of any kind (including, without limitation, reasonable attorneys' feesany claim for income, franchise or other taxes, whether Federal, state or otherwise but excluding any claim against any Bondholder) incurred shall be asserted or filed against any moneys so deposited with the Trustee (or the income therefrom) so as to:
(1) interfere with the due application by the Agent and Trustee of such moneys to the Lenders upon the occurrence of an Event of Default under any or all payment of the Transaction DocumentsBonds or the reimbursement of the Bank or the Issuing Agent for draws under the Letter of Credit, pursuant to the applicable provisions of the Indenture, or
(2) subject the Holders of the Bonds, the Bank or the Issuing Agent to any obligation to refund any moneys applied to payment of the Bonds or the reimbursement of amounts drawn under the Letter of Credit, then the Corporate Guarantor promptly will take, or cause the taking of, such action (including, but not limited to, the payment of money) as may be necessary to prevent, or to nullify the cause or result of, such interference or such obligation, as the case may be. The discharge of the lien and pledge of the Indenture prior to the date on which all Bonds have become due and payable shall not release the Corporate Guarantor from its obligations under this Guaranty Agreement except to the extent the Bonds are defeased pursuant to Article X of the Indenture. The Corporate Guarantor further waives any benefits of any credit for the fair market value of the Facility in any action for foreclosure or for a deficiency judgment (including any credit under Section 1371 of the New York Real Property Actions and Proceedings Law).
Appears in 1 contract
Samples: Guaranty Agreement (Technology Flavors & Fragrances Inc)
Obligations Guaranteed. In consideration of each Holder of a Note entering into and performing their respective obligations under or in connection with this Agreement, each Guarantor hereby jointly and severally guarantees and indemnifies, irrevocably, absolutely and unconditionally:
(a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment in Dollars in the manner specified in this Agreement and the Notes of (i) the principal of, the Make-Whole Amount, if any, and interest (including overdue interest) on each of the principal of the Revolving Loan Notes Notes, as and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereofmaturity, by accelerationmandatory or optional prepayment, call for redemption by acceleration or otherwise; otherwise in accordance with this Agreement and the Notes, (ii) the full any and prompt payment all other obligations, indebtedness or liabilities (including fees and out of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become pocket expenses) now or hereafter due and payable (including interest at by the Overdue Rate on Company to any part Holder of the principal amount, interest amount or other amount due a Note under this Agreement and not paid when due); Agreement, the Security Documents or the Notes, including without limitation, liability for breach of covenant or warranty, arising pursuant to or with respect to this Agreement, the Security Documents or the Notes, all in Dollars, (iii) the full and prompt payment of an amount equal to each any and all of the payments and other sums when and as the same shall become dueobligations, required to be paid indebtedness or liabilities now or hereafter incurred by the Borrower under the terms Company to any Holder of a Note pursuant to any waiver, modification, amendment or change of any provision of this Agreement and under each of Agreement, the other Transaction Security Documents to which it is a party or the Notes and (iv) all reasonable attorneys' fees, costs and expenses of collection incurred in connection therewith and in connection with the enforcement of this Section 22, including without limitation fees, costs and expenses incurred in any insolvency or bankruptcy case or proceeding against the Guarantors or the Company; and
(b) the full and prompt performance and observance by the Borrower Company of each and all of the obligations, covenants and agreements required to be performed and or observed by the Borrower Company under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv)Agreement, the "Subsidiary Guarantee Obligations")Security Documents and the Notes. The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon Notwithstanding any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing provision to the Agent contrary contained herein or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligationsNote, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the greatest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity comparable provisions of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lendersapplicable state law.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Resortquest International Inc)
Obligations Guaranteed. (a) The Subsidiary GuarantorsIn consideration for the Commitments, jointly and severally, the Guarantor hereby unconditionally guarantee and irrevocably guarantees to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the a Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (including, without limitation, any indemnity for any loss, claim, expense or liability (including, without limitation, any Environmental Claims) that the Agent, a Lender or any of their respective officers, directors, employees or agents may suffer or incur) and (iv) the full and prompt performance and observance by the a Borrower and Xxxxxxxxx of the obligations, covenants and agreements required to be performed and observed by the such Borrower and/or Xxxxxxxxx under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors Guarantor hereby irrevocably and unconditionally agree agrees that upon any default by the a Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors Guarantor further hereby irrevocably and unconditionally agree agrees that upon any default by the a Borrower in any of its obligations, covenants and agreements required to be performed and observed by the such Borrower under this Agreement and or under each of the any other Transaction Documents Document to which it is a party, the Subsidiary Guarantors Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors Guarantor shall be paid in the lawful currency of the United States of AmericaStates. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C ObligationsNotes, (ii) in the payment of any sum required to be paid by the a Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the a Borrower of all of the obligations, covenants and agreements required to be performed and observed by the such Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors Guarantor further agree agrees that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors Guarantor without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors Guarantor shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
Appears in 1 contract
Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each In consideration of the Agent sum of Ten Dollars ---------------------- ($10.00) and other good and valuable consideration, the Lenders receipt and sufficiency of which are hereby acknowledged, as well as for the purpose of inducing SOUTHTRUST BANK, N.A., a national banking association ("LENDER"), to extend ------ credit or other financial accommodations to XXXXXXX X X XXXX, an individual resident of London, England (the "BORROWER"), or to renew or extend in whole or -------- in part, any existing indebtedness of the Borrower to Lender, and in consideration thereof, the undersigned, ASSOCIATED HYGIENIC PRODUCTS LLC, a Wyoming limited liability company (called herein the "GUARANTOR"), promises and --------- agrees to pay to Lender, its successors and assigns, endorsees or transferees, when due, whether by acceleration or otherwise, and at all times thereafter, all obligations, liabilities and indebtedness of the Borrower to Lender, whether now existing or hereafter coming into existence, however and whenever incurred or evidenced, whether express or implied, direct or indirect, absolute or contingent, due or to become due, or as maker, endorser, guarantor, surety or otherwise and all renewals and extensions thereof, in whole or in part (collectively, the "OBLIGATIONS"), including, without limitation: (i) the full debt ----------- ------------------------------ ("TERM LOAN"), being evidenced by that certain Term Note, dated on, about or --------- subsequent to the date hereof, payable to the order of Lender, in the original principal amount of Fifteen Million Dollars ($15,000,000), as it may be amended, modified, renewed or extended from time to time, issued by Borrower pursuant to the Loan Agreement, dated as of August 19, 1997, between Borrower and prompt payment of Lender (as amended or modified from time to time, the principal of the Revolving Loan Notes "LOAN AGREEMENT"); and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) any and -------------- all other "Obligations" of Borrower to Lender arising under or pursuant to the full Loan Agreement (as that term is defined therein). For purposes of this Guaranty, the term "Obligations" shall include, without limitation, all debts, liabilities and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part obligations of the principal amountBorrower to Lender, interest amount notwithstanding any right or other amount due under power of the Borrower or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall impair or affect the obligations and liabilities of the Guarantor hereunder. Without limiting the generality of the foregoing, this instrument covers all Obligations to Lender purporting to be made on behalf of Borrower by any officer or agent of the same, without regard to the actual authority of such officer or agent. The Guarantor acknowledges receipt of a copy, as signed (or in substantially the form to be signed), of the Loan Agreement and not paid when due)each promissory note executed pursuant thereto and described hereinabove; and agrees to abide by those provisions thereof (iiiif any) pertaining to the full and prompt payment of an amount equal to each and all of the payments and other sums when and Guarantor so long as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations")Guaranty remains effective. The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing Guarantor further agrees to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders Lender all reasonable costs and expenses (including, without limitationbut not limited to, reasonable attorneys' attorney's fees) paid or incurred by Lender in endeavoring to collect upon the Agent Obligations, or any part thereof, and in enforc- ing this Guaranty. Without limiting the Lenders generality, of any of the foregoing provisions, upon the occurrence of an any "Event of Default under any or all Default," as that term is defined in the Loan Agreement (herein, an "Event of Default"), the Guarantor ---------------- shall pay to Lender upon demand the full amount of the Transaction DocumentsObligations for which the Guarantor is liable hereunder.
Appears in 1 contract
Samples: Guaranty (DSG International LTD)
Obligations Guaranteed. Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders on a joint and several basis: (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of all of the Revolving Loan Notes and of the indebtedness represented thereby interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or such Subsidiary Guarantor) and the L/C Obligations Make-Whole Amount and the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Financing Documents when and as the same shall become due and payable, whether at the stated maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise; , (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (ivb) the full and prompt performance and observance by the Borrower Company of each and all of the obligations, covenants and agreements required to be performed and or observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Financing Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolutepayment, unconditionalupon demand by any Noteholder, present of all costs and continuing guarantee of performance expenses, legal or otherwise (including reasonable attorneys’ fees) and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premiumsuch expenses, if any, interest on as shall have been expended or other amounts due incurred in the protection or enforcement of any right or privilege under the Revolving Loan Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, this the Note Purchase Agreement or any of the Transaction Documents, (ii) other Financing Documents or any of the Agent's and Lenders' right against terms thereof or of any other Person, like circumstance or circumstances (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent all of the obligations of any other Person or entitydescribed in the foregoing clause (a), clause (b) and a separate cause of action or separate causes of action may be brought and prosecuted against clause (c) being referred to herein as the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit “Guaranteed Obligations”). The guaranty of the Agent Notes herein provided for is a guaranty of the immediate and timely payment of the Lenders.
(d) The Subsidiary Guarantors shall pay principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Agent Noteholders from time to time under the Financing Documents when and as the Lenders all reasonable costs same are due and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent payable and the Lenders upon the occurrence of an Event of Default under any or all shall not be deemed to be a guaranty only of the Transaction Documentscollectability of such payments and that in consequence thereof each Noteholder may xxx any Subsidiary Guarantor directly upon such principal, interest and other amounts becoming so due and payable.
Appears in 1 contract
Obligations Guaranteed. FNB hereby irrevocably, absolutely and unconditionally guarantees to the Holders and X.X. Xxxxxx Trust Company, National Association, as Trustee (the "Trustee") under the Indenture dated as of January ____, 2005 by and among the Company, FNB as Guarantor and the Trustee (the "Indenture"): (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of all of the Revolving Loan Notes Securities and of the indebtedness represented thereby interest thereon at the rate therein stipulated and all other amounts owing to the L/C Obligations Holders by the Company, when and as the same shall become due and payable, whether at the stated maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (ivb) the full and prompt performance and observance by the Borrower Company and Regency Consumer Financial Services Inc., the Company's general partner (the "General Partner"), of each and all of the obligations, covenants and agreements required to be performed and or observed by the Borrower each of them under the terms of this Agreement the Securities and under the Indenture, in each and every case irrespective of the validity, regularity or enforcement of any of the Securities or the Indenture or any of the terms thereof or of any other Transaction Documents like circumstance or circumstances (all of the obligations described in the foregoing clauses being referred to which it is a party (items (i) through (iv), herein as the "Subsidiary Guarantee Guaranteed Obligations"). The Subsidiary Guarantors hereby irrevocably guaranty of the Securities herein provided for is a guaranty of the immediate and unconditionally agree that upon any default by timely payment of the Borrower in the payment, when due, of any principal ofprincipal, interest on or and all other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due Holders under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay Securities when and as the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably are due and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants payable and agreements required shall not be deemed to be performed and observed by the Borrower under this Agreement and under each a guaranty only of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance collectibility of such obligationspayments and that in consequence thereof each Holder may xxx FNB directly upon such principal, covenants interest and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) other amounts becoming so due and payable. All payments by the Subsidiary Guarantors shall be paid terms used in this Guaranty which are defined in the lawful currency of Indenture and not otherwise defined herein shall have the United States of America. Each and every default (i) meanings assigned to them in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arisesIndenture.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
Appears in 1 contract
Obligations Guaranteed. (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of the Revolving Loan Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Transaction Documents, (ii) the Agent's and Lenders' right against any other Person, or (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Person or entity, and a separate cause of action or separate causes of action may be brought and prosecuted against the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Agent and the Lenders.
(d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the Transaction Documents.
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Obligations Guaranteed. Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) The Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantee to each of the Agent and the Lenders (i) the full and prompt payment of the principal of all of the Revolving Loan Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or such Subsidiary Guarantor, whether or not allowed in such proceeding) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the indebtedness represented thereby and the L/C Obligations Note Purchase Agreement when and as the same shall become due and payable, whether at the stated maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise; , (ii) the full and prompt payment of interest on the Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party and (ivb) the full and prompt performance and observance by the Borrower Company of each and all of the obligations, covenants and agreements required to be performed and or observed by the Borrower under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "Subsidiary Guarantee Obligations"). The Subsidiary Guarantors hereby irrevocably and unconditionally agree that upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.
(b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunderNote Purchase Agreement, and separate suits may be brought hereunder as each cause of action arises.
(c) The Subsidiary Guarantors further agree that the Subsidiary Guarantee Obligations constitute an absolutepayment, unconditionalupon demand by any Noteholder, present of all costs and continuing guarantee of performance expenses, legal or otherwise (including reasonable attorneys’ fees) and payment and not of collection, and waives any right to require that any resort be had by the Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premiumsuch expenses, if any, interest on as shall have been expended or other amounts due incurred in the protection or enforcement of any right or privilege under the Revolving Loan Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, this the Note Purchase Agreement or any of the Transaction Documents, (ii) other Financing Documents or any of the Agent's and Lenders' right against terms thereof or of any other Person, like circumstance or circumstances (iii) any other right or remedy available to the Agent and the Lenders by contract, applicable law or otherwise. The Subsidiary Guarantee Obligations are direct, unconditional and completely independent all of the obligations of any other Person or entitydescribed in the foregoing clause (a), clause (b) and a separate cause of action or separate causes of action may be brought and prosecuted against clause (c) being referred to herein as the Subsidiary Guarantors without the necessity of any other party or previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit “Guaranteed Obligations”). The guaranty of the Agent Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Lenders.
(d) The Subsidiary Guarantors Note Purchase Agreement when and as the same are due and payable and shall pay not be deemed to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all be a guaranty only of the Transaction Documentscollectability of such payments and that in consequence thereof each Noteholder may xxx any Subsidiary Guarantor directly upon such principal, interest and other amounts becoming so due and payable.
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