Unconditional Guaranty of Payment. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Bank the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations. Guarantor agrees that it shall execute such other documents or agreements and take such action as Bank shall reasonably request to effect the purposes of this Guaranty.
Unconditional Guaranty of Payment. Borrower hereby irrevocably, unconditionally and absolutely guarantees in favor of each Secured Party, the prompt payment when due of all interest, principal, fees, expenses and other amounts now or hereafter represented by, or arising in connection with all Obligations of each Qualified Borrower now or hereafter arising (collectively, the “Guaranteed Debt”). The obligations of Borrower under this Section 6 are an unconditional guaranty of payment, and not a guaranty of collection, and Administrative Agent may enforce Borrower’s obligations hereunder pursuant to Section 2.09 without first suing, or enforcing its rights or remedies against, any applicable Qualified Borrower or any other obligor, or enforcing or collecting any present or future collateral security for the Guaranteed Debt.
Unconditional Guaranty of Payment. In consideration of the foregoing, the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to each of the Guaranteed Parties the prompt and complete payment when due of all Obligations. The Guarantor agrees that it shall execute such other documents or agreements and take such action as the Lead Investor shall reasonably request to effect the purposes of this Guaranty. Without limiting the generality of the foregoing, this Guaranty shall not be released, discharged or otherwise affected by:
(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the TypTap Amended Charter, by operation of Law or otherwise;
(b) any modification or amendment of or supplement to the TypTap Amended Charter;
(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company under the TypTap Amended Charter;
(d) any change in the corporate existence, structure or ownership of the Company or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the TypTap Amended Charter;
(e) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Company, the Guaranteed Parties or any other entity, whether in connection herewith or with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(f) the (1) disposition, transfer or sale of any or all or substantially all of the Guarantor’s Capital Stock in the Company or (2) a Parent Deemed Liquidation Event (as defined in the Shareholders Agreement) occurs;
(g) any invalidity or unenforceability relating to or against the Company for any reason of the TypTap Amended Charter or any provision of applicable Law or regulation purporting to prohibit the payment by the Company of any amounts payable pursuant to the TypTap Amended Charter; or
(h) any other act or omission to act or delay of any kind by the Company, the Guaranteed Parties or any other person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.
Unconditional Guaranty of Payment. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Purchaser the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations. Guarantor agrees that it shall execute such other documents or agreements and take such action as Purchaser shall reasonably request to effect the purposes of this Guaranty. Notwithstanding the foregoing, Guarantor, and by its acceptance of this Guaranty, Purchasers, hereby confirm that it is the intention of all of such Persons that this Guaranty and the obligations of Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of any Insolvency Proceeding, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of Guarantor hereunder. To effectuate the foregoing intention, Purchasers and Guarantor hereby irrevocably agree that the obligations of Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of Guarantor not constituting a fraudulent transfer or conveyance or being subject to avoidance under Section 548 of Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.) or any applicable provisions of any comparable state law.
Unconditional Guaranty of Payment. In consideration of the foregoing, each Guarantor from time to time party hereto hereby irrevocably, absolutely and unconditionally guarantees to Agent and Lenders the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations. Guarantor agrees that it shall execute such other documents or agreements and take such action as Agent or the Required Lenders shall reasonably request to effect the purposes of its guaranty. If there is more than one Guarantor hereunder, such Guarantors shall be jointly and severally obligated for such guarantees provided for herein.
Unconditional Guaranty of Payment. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Bank the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations; provided, however, the maximum liability of Guarantor hereunder shall not exceed at any time the sum of (a) principal indebtedness of Borrower to Bank in the amount of $1,400,000.00, plus (b) all accrued and unpaid interest on such principal indebtedness, plus (c) all Bank Expenses. Guarantor agrees that it shall execute such other documents or agreements and take such action as Bank shall reasonably request to effect the purposes of this Guaranty.
Unconditional Guaranty of Payment. In consideration of the foregoing, each Guarantor from time to time party hereto hereby irrevocably, absolutely and unconditionally guarantees to Agent and Lenders the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all
Unconditional Guaranty of Payment. (a) Guarantor unconditionally, absolutely and irrevocably guarantees the due and punctual payment of all moneys due or which may become due to Lender by Borrower in connection with the Loan for any and all claims, demands, damages, losses, liabilities, fines, penalties, fees, liens, costs and expenses, including attorneys’ fees, suffered or incurred by Lender on account of or in connection with: (i) Waste committed or knowingly permitted to the property encumbered by the Mortgage, or fraud or willful misrepresentation committed by Borrower; (ii) The retention by Borrower of any rental income or other income arising with respect to the property encumbered by the Mortgage collected by Borrower after the occurrence of an “Event of Default,” as that term is defined in the Note and prior to the cure (if any) of such default, to the extent that any such retained income is not used to pay capital or operating expenses of said property; (iii) The retention of security deposits or other deposits made by tenants of the property encumbered by the Mortgage which are not paid to tenants when due or transferred to Lender or any other party acquiring the property at a foreclosure sale or any transfer in lieu of foreclosure; (iv) The removal or disposition by Borrower of any personal property or fixtures encumbered by the Mortgage which are not replaced as required by the Mortgage;
(v) The misapplication by Borrower of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage or destruction to any portion of the property encumbered by the Mortgage or any building or buildings located thereon; (vi) Any property taxes or assessments which accrue prior to the earlier of (i) Lender, its nominee or any bidder at a foreclosure sale taking title to the property encumbered by the Mortgage or (ii) Borrower’s tender to Lender of a deed to the property encumbered by the Mortgage in recordable and insurable form; (vii) Borrower’s failure to maintain in full force and effect hazard, liability and other insurance coverages as required by the Mortgage; (viii) Any breach of covenant, breach of warranty or misrepresentation by Borrower under the Mortgage or any of the other Loan Documents with respect to hazardous, toxic and dangerous wastes, substances and materials.
(b) Upon and at all times following the occurrence of any Full Recourse Event (as defined below), Guarantor unconditionally, absolut...
Unconditional Guaranty of Payment. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lenders and Agent the prompt and complete payment when due (whether at stated maturity or by acceleration) of all indebtedness of Borrower to Lenders and Agent, or any of them, created under the Loan Agreement and the other Loan Documents (all such indebtedness being the "Liabilities"), together with the prompt payment of all reasonable expenses, including, without limitation, reasonable attorneys' fees, and costs incurred incidental to the collection of the Liabilities and the enforcement or protection of Agent's security interest in the Collateral. The term "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness may be or hereafter become unenforceable. (The Liabilities and all other obligations and covenants to be performed by Guarantor under this Guaranty shall hereinafter be collectively referred to as the "Guaranty Obligations.")
Unconditional Guaranty of Payment. Guarantors, jointly and severally, hereby irrevocably, absolutely and unconditionally guarantee to Lender the punctual and complete payment and performance when due (whether by stated maturity, acceleration or otherwise) of all indebtedness of Borrower to Lender created under the Loan Agreement, whether prior or subsequent
