The Guaranteed Obligations Clause Samples

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.

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, One Million Eighty Thousand Dollars ($1,080,000) ("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 breach ...

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.

The Guaranteed Obligations. (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as primary obligor and not merely as surety, to the Guaranteed Creditors the full and prompt payment when due (whether upon maturity, acceleration or otherwise) of any and all of the Guaranteed Obligations of the Borrower. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Guarantor hereby irrevocably, absolutely and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, in Dollars, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations (including, without limitation, the payment of any stamp taxes). The Guarantor understands, agrees and confirms that the Guaranteed Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against the Guarantor without proceeding against the Borrower, against any security for the Guaranteed Obligations (to the extent applicable) or against any other guarantor under any other guaranty covering the Guaranteed Obligations. This Guaranty shall constitute a guaranty of payment and not of collection. (b) All payments made by the Guarantor hereunder shall be made without setoff, counterclaim or other defense, and shall be subject to the provisions of Section 3.4. 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 3.4. The Guarantor will indemnify and hold harmless each Guaranteed Creditor, and reimburse such Guaranteed Creditor upon its written request, for the amount of any Taxes (and other amounts) so levied or imposed and paid by such Guaranteed Creditor in the manner, and to the extent, provided in Section 3.4.

The Guaranteed Obligations. The term "Guaranteed Obligations" means all obligations, indebtedness, and liabilities:

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.

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

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).