Payment Guaranty. Each Guarantor unconditionally guarantees and promises to pay and perform as and when due, whether at stated maturity, upon acceleration or otherwise, any and all of the Guaranteed Obligations. If any Debtor Relief Proceeding relating to any Borrower is commenced, each Guarantor further unconditionally guarantees and promises to pay and perform, upon the demand of Agent, any and all of the Guaranteed Obligations (including any and all Disallowed Post-Commencement Interest and Expenses) in accordance with the terms of the Credit Documents, whether or not such obligations are then due and payable by any Guarantor and whether or not such obligations are modified, reduced or discharged in such Debtor Relief Proceeding. This Guaranty is a guaranty of payment and not of collection.
Payment Guaranty. (a) In order to induce the Lenders, the Issuing Bank and the Administrative Agent to enter into the Credit Agreement and to extend credit from time to time thereunder, and in consideration thereof, Guarantor, as a primary obligor and not as a surety, severally unconditionally and irrevocably guarantees to the Lenders, the Issuing Bank and the Administrative Agent the full, prompt and punctual payment and performance of the Debt when due (whether at stated maturity, by acceleration or otherwise) in accordance with the Loan Documents. This Guaranty is irrevocable, unconditional and absolute, and if for any reason all or any portion of the Debt shall not be paid when due, Guarantor agrees immediately to pay the Debt to the Lenders or other Person entitled to it, in Dollars, regardless of (i) any defense, right of set-off or counterclaim which Guarantor may have or assert, (ii) whether any other such Person shall have taken any steps to enforce any rights against either or both Borrowers or any other Person to collect any of the Debt, and (iii) any other circumstance, condition or contingency.
(b) NOTWITHSTANDING THE FOREGOING, to the extent that in a legal proceeding brought within the applicable limitations period it is determined by the final, non-appealable order of a court having jurisdiction over the issue and the relevant parties that Guarantor at a time when it was not Solvent received less than a reasonably equivalent value in exchange for Guarantor’s incurrence of its obligations under this Guaranty, then and only then the liability of Guarantor under this Guaranty shall be limited to an amount equal to the maximum amount which Guarantor could pay or be liable for under this Guaranty without having such payment or liability set aside as a fraudulent conveyance or fraudulent transfer or other similar action under any applicable bankruptcy, insolvency or other similar law of any jurisdiction. The Lenders acting through the Administrative Agent shall have the right to determine and designate from time to time, without notice to or assent of Guarantor, which portions of the Debt such limitation applies to, and Guarantor acknowledges that such determination and designation shall be conclusive on all parties. This Guaranty shall not fail or be ineffective or invalid or be considered too indefinite or contingent with respect to Guarantor because the Guaranteed Debt of Guarantor may fluctuate from time to time, or for any other reason.
Payment Guaranty. HollyFrontier unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to HEP Operating the punctual and complete payment in full when due of all amounts due from HFRM under this Agreement (collectively, the “HFRM Payment Obligations”). HollyFrontier agrees that HEP Operating shall be entitled to enforce directly against HollyFrontier any of the HFRM Payment Obligations.
Payment Guaranty. The Guarantors hereby jointly and severally unconditionally and absolutely guarantee to each Lender and the Agent, for the benefit of each Lender, and their successors and assigns, the due and punctual payment when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, without deduction for any claim, setoff or counterclaim of Borrower or any of the Guarantors or for the loss of contribution of any Guarantor, and the due and punctual performance and observance by Borrower of all the terms, covenants and conditions of the Credit Agreement and the Notes, whether according to the present terms thereof, at any earlier or accelerated date or dates as provided therein, or pursuant to any extension of time, whether one or more, or to any change or changes in the terms, covenants and conditions thereof, now or at any time hereafter made or granted. The obligations of each of the Guarantors are joint and several, primary, continuing and absolute and unconditional obligations of payment and performance, enforceable with or without proceeding against Borrower, any Guarantor or any security and/or before, after or contemporaneously with proceeding against Borrower, any Guarantor or any security. This Guaranty Agreement shall be effective regardless of the solvency or insolvency of Borrower or any Guarantor at any time, the extension or modification of the Guaranteed Obligations by operation of law or otherwise, or the subsequent incorporation, reorganization, merger or consolidation of Borrower or any Guarantor, or any other change in composition, nature, personnel, ownership or location of Borrower or any Guarantor.
Payment Guaranty. HFC unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to Seller the punctual and complete payment in full when due of all amounts due from Buyer under this Agreement (collectively, the “Buyer Payment Obligations”). HFC agrees that Seller shall be entitled to enforce directly against HFC any of the Buyer Payment Obligations.
Payment Guaranty. Guarantor absolutely, irrevocably and unconditionally guarantees to Contract Party all payment obligations of Obligor set forth in the Gas Contract and interest thereon accrued as provided in the Gas Contract (the "Obligations"); provided, the applicable rate of interest shall never exceed the maximum lawful rate permitted by law. This guaranty of payment is a continuing guaranty effective during the term of the Gas Contract and until complete performance by Obligor of its obligations under the Gas Contract and payment in full of all Obligations; provided, in all instances this Guaranty shall continue for a period of six months after the termination of the Gas Contract for the purpose of guaranteeing indemnity Obligations which survive the termination of the Gas Contract as set forth in Section 8.4 of the Gas Contract (the "Indemnity Period"). With respect to any Claims threatened or filed as of the close of the Indemnity Period, the Obligations resulting from any such Claims shall be guaranteed hereunder. No notice of the Obligations or any Transaction need be given in any form to Guarantor at any time and Guarantor WAIVES any such notice and the right to consent to the Obligations or any Transaction. Guarantor WAIVES any right to require as a condition to its obligations hereunder that (i) collateral be applied to the Obligations, (ii) presentment or demand be made upon Obligor or (iii) action be brought against Obligor or any other person or entity except Guarantor, should Contract Party seek to enforce the obligations of Guarantor. Specifically, without limitation, Guarantor WAIVES any right to require, substantively or procedurally, that (i) a judgment previously be rendered against Obligor or any other person or entity except Guarantor, (ii) Obligor or any other person or entity be joined in any action against Guarantor or (iii) an action separate from one against Guarantor be brought against Obligor or any other person or entity. The obligations of Guarantor are several from those of Obligor or any other person or entity, including, without limitation, any other surety for Obligor, and are primary payment obligations concerning which Guarantor is the principal obligor. To the extent Obligor shall fail to timely make payment of any Obligations, Guarantor shall satisfy its obligations hereunder regardless of whether Contract Party or any other person or entity shall have taken any steps to enforce its rights against Obligor or any other person or enti...
Payment Guaranty. Each Guarantor unconditionally guarantees, as a primary obligor and not merely as surety, and promises to pay and perform as and when due, whether at stated maturity, upon acceleration, upon one or more dates set for prepayment or otherwise, any and all of the Guaranteed Obligations, provided that with respect to Flextronics Manufacturing France, such guarantee shall be limited as provided in Paragraph 7 hereof. If (i) Borrower fails to pay any Guaranteed Obligation or (ii) any Debtor Relief Proceeding relating to Borrower is commenced, each Guarantor further unconditionally guarantees and promises to and will forthwith pay and perform, upon the demand of Agent, whether at stated maturity, upon acceleration, upon one or more dates set for prepayment or otherwise, any and all of the Guaranteed Obligations (including any and all Disallowed Post-Commencement Interest and Expenses) in accordance with the terms of the Credit Documents, whether or not such obligations are then due and payable by any Guarantor and whether or not such obligations are modified, reduced or discharged in such Debtor Relief Proceeding. This Guaranty is a guaranty of payment and not of collection.
Payment Guaranty a. The Borrower will pay the Note secured by this Security Agreement and any renewal or extensions thereof in accordance with the terms and provisions of the Note. The Borrower also will repay immediately all sums expended by the Secured Party in accordance with the terms and provisions of this Security Agreement.
b. Growlife and Phototron hereby jointly and severally, unconditionally guaranty (a) the due and punctual payment of the principal of, premium on, if any, and interest, if any, on, the Note, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any, and interest, if any, on, the Note, if any, if lawful, and the due and punctual performance of all other obligations of the Borrower to the Secured Party all in accordance with the terms of the Note and (b) in case of any extension of time of payment or renewal of the Note or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Payment Guaranty. 9.19.2.1 The Payment Guaranty is Subrecipient's surety/guarantee to County that Subrecipient shall meet its obligations to faithfully pay its Lower Tier Subrecipients in a manner that is timely, satisfactory and acceptable to County, as determined by County at its sole discretion. The purpose of the Payment Guaranty is to provide all Lower Tier Subrecipients who supply labor, materials, services, etc. to Subrecipient a recourse if they do not get paid by Subrecipient. In such case, the Payment Guaranty allows Lower Tier Subrecipient to file a claim with the surety company that issued the Guaranty in the event that Subrecipient does not reimburse the Lower Tier Subrecipient for goods and/or services provided by Lower Tier Subrecipient.
9.19.2.2 Subrecipient acknowledges that County may also make a determination that Subrecipient's non-payment of its Lower Tier Subrecipients is a violation of the terms and conditions of this Subaward which may subject Subrecipient to obtain both the Payment Guaranty and Performance Guaranty.
9.19.2.3 The Payment Guaranty shall only take the form of a surety bond. More information concerning surety bonds and companies may be obtained from the Surety Association of America (xxx.xxxxxx.xxx), the Surety Information Office (xxx.xxx.xxx.), state insurance departments, the U.S. Small Business Administration and U.S. Department of the Treasury.
9.19.2.4 The Payment Guaranty must be executed by a corporate surety which is licensed to transact business as a surety in the State of California. The corporate surety must have an A.M. Best Rating of not less than A:VII, unless otherwise approved by County.
Payment Guaranty. The Guarantor absolutely, irrevocably, and unconditionally guarantees to the Beneficiary, its successors and endorsees and assignees, the prompt payment when due of all present and future amounts owed by HQUS to the Beneficiary in accordance with the Agreement, upon a written demand by the Beneficiary stating that HQUS has failed to fulfill its obligations and liabilities resulting from the Agreement and that the amount claimed is due and payable to the Beneficiary, provided that the liability of the Guarantor under this Guaranty shall be limited in the aggregate to FIFTEEN MILLION U.S. Dollars (U.S. $15,000,000) plus all reasonable expenses incurred by the Beneficiary to enforce its rights against the Guarantor under this Guaranty including, without limitation, attorneys’ fees, court costs and similar costs. At the Guarantor’s request, the Beneficiary shall provide the Guarantor with information respecting the obligations and liabilities of HQUS with regard to the Agreement.
