The Guaranteed Obligations Sample Clauses

The Guaranteed Obligations. The term “Guaranteed Obligations” means all obligations, indebtedness, and liabilities of Borrower to the Agents, the Issuing Bank and the Lenders, or any of them, arising pursuant to the Credit Agreement, the Intercreditor Agreement, the Pledge Agreement or any document executed and delivered in connection with the foregoing (collectively, the “Transaction Documents”), whether any of such obligations, indebtedness and liabilities are now existing or hereafter arising, whether are direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, (i) the obligation of Borrower to repay the Loans and Swingline Loans, interest on the Loans and Swingline Loans, the obligation of the Borrower to reimburse the Issuing Bank for all LC Disbursements and all fees, costs, and expenses (including attorneys’ fees and expenses) provided for in the Credit Agreement and (ii) all post-petition interest and expenses (including attorneys’ fees) whether or not allowed under any bankruptcy, insolvency, or other similar law. However, the Guaranteed Obligations shall be limited, with respect to each Guarantor, to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 544 or 548 of the United States Bankruptcy Code or under any applicable state law relating to fraudulent transfers or conveyances. This Guaranty Agreement is an absolute, present and continuing Guaranty Agreement of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Borrower, any collateral securing the Guaranteed Obligations or any other guarantor of the obligations guarantied hereby or upon any other action, occurrence or circumstance whatsoever. In the event that the Borrower shall fail so to pay any of such Guaranteed Obligations, the Guarantors jointly and severally agree to pay the same when due to the Administrative Agent, without demand, presentment, protest or notice of any kind. Each default in payment of principal of, premium, if any, or interest on any obligation guarantied hereby shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.
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The Guaranteed Obligations. (a) Each Guarantor, jointly and severally with the other Guarantors, irrevocably and unconditionally guarantees (as primary obligor and not merely as surely) the full and prompt payment when due (whether by acceleration or otherwise, taking into account any applicable grace periods) of the outstanding principal of and interest on the Loans made under this Agreement and of all other obligations (including, without limitation, indemnities, fees, expenses and interest thereon) of the Borrower now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other Loan Document and the due performance and compliance with the terms of the Loan Documents by the Borrower (all such principal, interest and obligations, collectively, the “Guaranteed Obligations”). (b) After the occurrence and during the continuance of an Event of Default, upon notice from the Secured Parties to each of the Guarantors of the taking of any action specified in the final paragraph of Article VIII, the Secured Parties may, without prejudice to the rights of the Secured Parties to enforce their claims against the Borrower, declare the full amount of the Guaranteed Obligations to be, whereupon the same shall become, forthwith immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Guarantors, and exercise any other rights available under the Loan Documents or other document or instrument entered into in connection therewith. Each Guarantor irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Secured Parties in accordance with Section 3.5 on demand, in Dollars. This guaranty shall constitute a guaranty of payment and not of collection. The obligations of each Guarantor hereunder shall be without duplication of any amounts paid by such Guarantor to the Secured Parties or any other holder of obligations under this guaranty. (c) All payments made by each Guarantor hereunder shall be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes in the manner provided for in Section 4.4. Each Guarantor, jointly and severally with the other Guarantor, will indemnify and hold harmless each Secured Party and any holder of obligation, and reimburse the Secured Parties in the manner and to the extent provided in Section 4.4. (d) All payments made by each...
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The Guaranteed Obligations. As used in this Guaranty Agreement, the “Guaranteed Obligations” means all indebtedness, obligations and liabilities now or hereafter owing by Borrower to Lender, including, without limitation, (i) the Note, the Principal Debt (as such term is defined in the Loan Agreement), and all interest and default rate interest on the Note, together with any modifications, extensions, renewals, and/or rearrangements of the Note, (ii) all amounts that Borrower may from time to time become obligated to pay or reimburse to Lender under the Security Documents, including, without limitation, amounts paid by Lender for ad valorem taxes or insurance premiums or repair costs that are obligations arising under or in connection with the Security Documents, (iii) all liabilities and obligations arising under the Environmental Indemnity Agreement, and (iv) all reasonable attorney’s fees and costs of court incurred by Lender in enforcing Lender’s rights under this Guaranty Agreement or the other Security Documents. Without limiting the generality of the foregoing, the Guaranteed Obligations guaranteed under this Guaranty Agreement includes all post-petition interest, expenses and other liabilities of Borrower that would be owed by any Borrower to Lender but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Borrower.
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The Guaranteed Obligations. Each Guarantor, jointly and severally, hereby irrevocably and unconditionally guarantees (such guaranty, a “Guaranty”) the full and prompt payment when due (whether by acceleration or otherwise) of the principal of and interest on any Note issued under this Agreement and of all other obligations and liabilities (including, without limitation, indemnities, fees and interest thereon) of the Borrower now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other Loan Document and the due performance and compliance with the terms of the Loan Documents by the Borrower (all such principal, interest, obligations and liabilities, collectively, the “Guaranteed Obligations”). Each Guarantor understands, agrees and confirms that the Lenders may enforce this Guaranty up to the full amount of the Guaranteed Obligations against it without proceeding against the Borrower, against any security for the Guaranteed Obligations or against any other Guarantor under any other guaranty covering the Guaranteed Obligations. Each of the Guarantors irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Lenders, on demand, in Dollars, on the same basis as payments by the Borrower are required to be made under Sections 2.09(a), 2.10(a) and 2.10(b). Each Guarantor hereby represents and acknowledges that based on the business, corporate, legal and financial relations it maintains with the Borrower, it is in its best interest to enter into this Agreement as joint obligor of the Borrower regarding all of the Borrower’s obligations hereunder and to subscribe as an “aval” to any Note. This Guaranty shall constitute a guaranty of payment and not of collection.
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The Guaranteed Obligations. Guarantors, each for itself and its successors and assigns, hereby irrevocably, unconditionally, absolutely, and jointly and severally, guarantee to Lender, and its successors, endorsees and assigns, and become sureties for the prompt payment, compliance and performance by Borrower of each of the following obligations of Borrower under the Loan Documents (the payment, compliance and performance obligations hereunder guaranteed by Guarantors are hereinafter collectively referred to as the "Guaranteed Obligations"): (a) The payment of the principal amount of the Note to the extent of, in the aggregate, Eight Hundred Eighty Three Thousand Dollars ($883,000) ("Specified Principal Guaranty Amount"), which Specified Principal Guaranty Amount shall not be reduced by payments on account of the Note through regularly scheduled payments of principal and/or interest, enforcement of remedies following an Event of Default or from any other source until and then only to the extent that either (i) the total principal balance of the Note is reduced to less than the Specified Principal Guaranty Amount or (ii) Guarantors pay to Lender the Specified Principal Guaranty Amount; (b) The payment of all interest on the Loan; (c) The payment of all Hedging Obligations; and (d) The payment of all damages and/or losses suffered or incurred by Lender in any way arising out of, resulting from or relating to any one or more of the following: (i) any fraud or willful misrepresentation committed by Borrower; (ii) any retention by Borrower of rental income, security deposits, or similar income of the Project after an Event of Default has occurred, to the extent of such retention (except to the extent applied to the payment of principal and interest then due under the Loan); (iii) any real property taxes or assessments accrued prior to Lender's acquisition of ownership of the Project following an Event of Default; (iv) removal and failure to replace any personal property securing the Loan, other than in the ordinary course of Borrower's business; (v) misapplication of insurance or condemnation proceeds relating to the Project; (vi) failure to maintain hazard or liability insurance relating to the Project in accordance with the Loan Documents until Lender acquires title to the Project by foreclosure or deed in lieu of foreclosure; (vii) the presence of any Hazardous Substances (as that term is defined in the Environmental Agreement) which may affect the Project or any misrepresentation or b...
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The Guaranteed Obligations. The term “Guaranteed Obligations” means all obligations, indebtedness, and liabilities:
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The Guaranteed Obligations. (a) The Guarantors hereby jointly and severally, irrevocably, unconditionally, and absolutely become Guarantors to the Collateral Agent and the Noteholders, and their successors, endorsees and assigns, for the prompt payment of or other satisfaction of all Guaranteed Obligations. The term "Guaranteed Obligations" shall mean the indebtedness and liabilities of the Company to the Collateral Agent and/or the Noteholders under this Agreement, the Notes, the Purchase Agreement and the Security Documents (as defined in the Purchase Agreement) including but not limited to all obligations to perform acts or refrain from taking any action and any obligations of the Company owing to the Collateral Agent and/or the Noteholders. This Guaranty shall terminate upon payment in full of the Notes.
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The Guaranteed Obligations. (a) In order to induce the Lender to enter into this Agreement and extend credit hereunder, each of the Credit Parties (other than the Borrower) (the "Guarantors") irrevocably and unconditionally guarantees, on a joint and several basis, the full and prompt payment when due (whether by acceleration or otherwise) of the principal of and interest on any Note issued under this Agreement and of all other obligations and liabilities (including, without limitation, indemnities, Fees and interest
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The Guaranteed Obligations. The guaranteed obligations include the principal amount of the debt hereunder and interest, default fines, damage awards and expenses for the realization of the creditor’s rights (not including expenses for litigation, arbitration, property preservation, business travel, notarization, execution, lawyers, evaluation, or auction, and similar costs and expenses).
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Related to The Guaranteed Obligations

  • Guaranteed Obligations The Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally and absolutely guarantees, on a continuing basis, to each Noteholder as and for the Guarantor’s own debt, until final and indefeasible payment of the amounts referred to in clause (a) below has been made: (a) the due and punctual payment by the Company of the principal of, and the Make-Whole Amount (if any) and interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other Indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes (including, without limitation, any monetary obligations incurred during the pendency of any bankruptcy, insolvency, winding-up, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding including, without limitation, interest accrued on the Notes during any such proceeding), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of the Guarantor that the guarantee set forth herein shall be a continuing guarantee of payment and not a guarantee of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes. All of the obligations set forth in clause (a) and clause (b) of this Section 2.1 are referred to herein as the “Guaranteed Obligations.”

  • Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

  • Limitation on Guaranteed Obligations Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

  • Invalidity of Guaranteed Obligations The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

  • Guarantied Obligations Each Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement, the purchase of the Notes by the Purchasers and other consideration, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each holder of Notes (each such holder being referred to herein as a "Noteholder" and, collectively, as the "Noteholders"), whether such Note has been issued, is being issued on the date hereof or is hereafter issued in compliance with the provisions of the Note Purchase Agreement, as and for each Guarantor's own debt, until final and indefeasible payment has been made in cash (a) the due and punctual payment of the principal of and accrued and unpaid interest (including, without limitation, interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) and Make-Whole Amount, if any, and any other fees and expenses, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof, including, without limitation, overdue interest, indemnification payments and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing any obligations of the Company under the Note Purchase Agreement and the Notes; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the prompt and complete payment, on demand, of any and all reasonable costs and expenses incurred by the Noteholders in connection with enforcing the obligations of such Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of the Noteholders' special counsel.

  • Reinstatement of Guarantied Obligations If claim is ever made on the Administrative Agent or any other Guarantied Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied Party.

  • Guaranteed Obligations Not Reduced by Offset The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

  • Obligations Guaranteed Subject to the provisions of this Article 2, the Guarantor hereby unconditionally guarantees (a) to each Holder of a Security authenticated and delivered by the Trustee or Authenticating Agent, (i) the full and prompt payment of the principal of, and premium, if any, and interest on, and any Redemption Price with respect to, such Security, when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise in accordance with the terms of such Security and the Indenture and (ii) the full and prompt payment of interest on the overdue principal and interest, if any, on such Security, at the rate specified in such Security and to the extent lawful and (b) to the Trustee the full and prompt payment upon written demand therefor of all amounts due to it in accordance with the terms of the Indenture (collectively the “Guaranteed Obligation”). If for any reason the Company shall fail punctually to pay any such Guaranteed Obligation, the Guarantor hereby agrees to cause any such Guaranteed Obligation to be made punctually when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America. This Guarantee is unsecured and ranks equally in right of payment with all of the Guarantor’s existing and future senior indebtedness.

  • The Obligations The security interest granted hereunder shall secure the payment of all indebtedness and the performance of all obligations of the Debtor to the Secured Party of every type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as guarantor or surety, acquired directly or by assignment or otherwise, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced, including without limitation all loans, advances and other extensions of credit and all covenants, agreements, and provisions contained in all loan and other agreements between the parties (the “Obligations”).

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