Terms of Guaranty. (a) This Guaranty is one of payment, not collection, and the Guarantor acknowledges that a separate action or actions may be brought and prosecuted against the Guarantor for the full amount of the Guaranteed Obligations (subject to the Limitations) to enforce this Guaranty, irrespective of whether any action is brought against Parent or Merger Sub or any other person or whether Parent or Merger Sub or any other person are joined in any such action or actions (in each case subject to the Limitations).
(b) If Parent or Merger Sub fails to discharge any of the Guaranteed Obligations when due, then all of the Guarantor’s liabilities to the Company hereunder in respect of such Guaranteed Obligations shall, subject to the Limitations, at the Company’s option, become immediately due and payable and the Company may, at any time and from time to time, at the Company’s option and subject to the Limitations, and so long as Parent and Merger Sub have failed to perform any of their Guaranteed Obligations, take any and all actions available hereunder or under applicable Law to collect any of the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations not discharged when due.
(c) All payments hereunder shall be made in lawful money of the United States, in immediately available funds.
(d) Subject to the Limitations, the liability of the Guarantor under this Guaranty shall, to the fullest extent permitted by law, be absolute, irrevocable and unconditional irrespective of:
(i) the failure of the Company to assert any claim or demand or to enforce any right or remedy against any or both of Parent or Merger Sub;
(ii) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement or any other agreement or instrument referred to herein, other than by reason of fraud by the Company;
(iii) any release, waiver, forbearance or discharge, in whole or in part, of any obligation of Parent or Merger Sub contained in the Merger Agreement (other than with respect to any of the Guaranteed Obligations);
(iv) any change in the corporate existence, structure or ownership of Parent or Merger Sub, or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement;
(v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub, or any other person now or hereafter liable with respect to the Guaran...
Terms of Guaranty. The terms of this Section 15 and Summit’s obligations hereunder are a continuing and irrevocable obligation of Summit and shall remain in full force and effect until payment, performance and/or observation in full of the obligations hereunder. Summit’s guaranty and liability under this Section 15 are absolute and unconditional and shall not be affected, released, terminated, discharged or impaired, in whole or in part, by any or all of the following: (i) any amendment or modification of the terms of this Agreement; (ii) any assignment by Purchaser of this Agreement in whole or in part; (iii) any failure or delay of Purchaser to exercise, or any lack of diligence in exercising, any right or remedy with respect to this Agreement; (iv) any dealings or transactions between Purchaser and any Seller(s) or any of their affiliates relating to this Agreement, whether or not Summit shall be a party to or cognizant of the same; (v) any guaranty now or hereafter executed by Summit or its affiliates or the release of Summit or its affiliates thereunder or the failure of any other party to assume liability for the payment in connection with this Agreement, whether by operation of law or otherwise; (vi) Purchaser’s consent to any assignment or successive assignments of this Agreement; (vii) the failure to give any Seller notice of any breach of this Agreement; and/or (viii) any other circumstance which might constitute a legal or equitable discharge or defense available to Summit, whether similar or dissimilar to the foregoing (including any bankruptcy or insolvency of any Seller). Summit expressly waives the following: (w) notice of acceptance of this Agreement; (x) any requirement of promptness, diligence, presentment, protest, notice of dishonor and notice of demand; (y) the right to trial by jury in any action or proceeding of any kind arising on, under, out of, or by reason of or relating, in any way, to its obligations under this Section 15, or the interpretation, breach or enforcement of such obligations; and (z) all rights of subrogation and any other claims that it may now or hereafter acquire against any Seller or any insider that arise from the existence, payment, performance or enforcement of Summit’s obligations under this Section 15 until such time as Summit’s obligations under this Section 15 are performed and paid in full. Summit’s guaranty under this Section 15 is a present guaranty of payment and performance and not of collection.
Terms of Guaranty. Guarantor agrees that the Obligations of Company may be extended or renewed, and the Loans repaid and reborrowed in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any such Obligation or repayment and reborrowing of the Loans. Guarantor waives presentation of, demand of, payment from and protest of any Obligation of Company and also waives notice of protest for nonpayment. The obligations of the Guarantor under this Guaranty shall not be affected by, and the Guarantor hereby waives its rights (to the extent permitted by law) in connection with:
(a) the failure of Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against Company under the provisions of this Agreement or any other agreement or otherwise,
(b) any extension or renewal of any provision thereof,
(c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any instrument executed pursuant hereto,
(d) the release of any of the security held by Administrative Agent, or any Lender for the Obligations of Company,
(e) the failure of Administrative Agent or any Lender to exercise any right or remedy against any other guarantor of the Obligations of Company,
(f) Administrative Agent or any Lender taking and holding security or collateral for the payment of this Guaranty, any other guaranties of the Obligations or other liabilities of Company and the Obligations guarantied hereby, and exchanging, enforcing, waiving and releasing any such security or collateral,
(g) Administrative Agent or any Lender applying any such security or collateral and directing the order or manner of sale thereof as Administrative Agent in its discretion may determine, or
(h) Administrative Agent or any Lender settling, releasing, compromising, collecting or otherwise liquidating the Obligations and any security or collateral therefor in any manner determined by Administrative Agent or such Lender. Guarantor further agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be had by Administrative Agent or any other Person to any of the security held for payment of the Obligations of Company or to any balance of any deposit account or credit on the books of Administrative Agent or any other Person in favor of Company or any other Per...
Terms of Guaranty. Section 2.01 This Guaranty is one of payment, not collection, and a separate action or actions may be brought and prosecuted against each of the Guarantors to enforce this Guaranty, irrespective of whether any action is brought against Parent or the other Guarantor or whether Parent or the other Guarantor is joined in any such action or actions.
Section 2.02 Notwithstanding any other provision of this Guaranty, the Company hereby agrees that (i) each of the Guarantors may assert, as a defense to any payment or performance by such Guarantor under this Guaranty, any claim, set-off, deduction or defense that Parent could assert against the Company under the terms of the Merger Agreement or that could otherwise be asserted by Parent against the Company in any action by the Company against Parent and (ii) any failure by the Company to comply with the terms of the Merger Agreement, including, without limitation, any breach by the Company of the representations and warranties contained therein or in any of the agreements, certificates and other documents required to be delivered by the Company pursuant to the terms of the Merger Agreement (whether such breach results from fraud, intentional misrepresentation or otherwise), that would relieve Parent of its obligations under the Merger Agreement shall likewise relieve the Guarantors of their obligations under this Guaranty.
Terms of Guaranty. The guaranty shall terminate two years after Zhenjiang Kailn fulfills its obligations under the "waste heat recovery upgrading project contract". If the "waste heat recovery upgrading project contract" is found to be invalid or terminated, the guaranty period shall be two years from the date the "waste heat recovery upgrading project contract" was found to be invalid or terminated.
Terms of Guaranty. No act or thing need occur to establish the liability of the Guarantor hereunder. No act or thing, except full payment and discharge of all of the Guaranteed Obligations shall in any way exonerate the Guarantor hereunder or modify, reduce, limit or release the Guarantor’s liability hereunder. This is an absolute and continuing guaranty of payment of the Guaranteed Obligations and shall continue to be in force and be binding upon the Guarantor until this Guaranty is revoked prospectively as to future transactions, by written notice actually received by the Investor, and such revocation shall not be effective as to the amount of Guaranteed Obligations existing or committed for at the time of actual receipt of such notice by the Investor, or as to any renewals, extensions, refinancings or refundings thereof.
Terms of Guaranty. Guarantor further covenants and agrees:
Terms of Guaranty. Except as otherwise provided herein, Parent’s liability under this Section 10.15 shall, to the fullest extent permitted under applicable law, be absolute and unconditional irrespective of: (A) any change in the company existence, structure or ownership of Parent or Buyer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Buyer or any other Person who is a direct or indirect equity holder of Buyer, Parent or any of their respective assets; (B) any assignment of any of the Guaranteed Obligations by Buyer (and, after such an assignment, “Buyer” for the purposes of this Section 10.15 shall be deemed to include the assignee); (C) the existence of any claim, set-off or other right that Parent may have at any time against Seller, whether in connection with any Guaranteed Obligation or otherwise (but, without waiving such claims, set-off or other rights); (D) the delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Buyer; (E) the adequacy of any means Seller may have of obtaining payment related to the Guaranteed Obligations; (F) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations; or (G) any other act or omission that may or might in any manner or to any extent vary Parent’s risk or otherwise operate as a discharge of Parent as a matter of law or equity (other than payment of the Guaranteed Obligations or any amendment, restatement or modification of this Agreement in accordance with its terms).
Terms of Guaranty. 16 ARTICLE 4. REPRESENTATIONS....................................................16
Terms of Guaranty. The Guarantor agrees that the Obligations and any obligations of the Account Party under the Security Documents may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor, and that the Guarantor will remain bound upon its Selfix Guaranty notwithstanding any extension or renewal of any of the Obligations or any obligations of the Account Party under the Security Documents. The Guarantor waives notice of protest for nonpayment. The obligations of the Guarantor under the Selfix Guaranty shall not be affected by (a) the failure of the Bank to assert any claim or demand or to enforce any right or remedy against the Account Party under the provisions of this Agreement, the Indenture, any Account Party Agreement, any Security Document or any other agreement or instrument, (b) any extension or renewal of any such agreement or instrument, (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Bonds, the Indenture, any Account Party Agreement, any Security Document or of any other agreement or instrument, (d) the release of any of the security held by or on behalf of the Bank under the Security Documents or otherwise for the Obligations or any of them or (e) the failure of the Bank to exercise any right or remedy against any other guarantor of the Obligations.
