Common use of Unconditional Guaranty Clause in Contracts

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties Bank the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured PartyBank, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agentthe Bank. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties Bank the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party the Bank in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties Bank against the Borrower and any or all of the Guarantors (whether in a Bankruptcy bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Guarantied Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesBank.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each (a) In consideration of the execution and delivery of this Agreement and the purchase of the Convertible Notes by the Purchasers, the Merger Sub and, effective as of the consummation of the Merger, each other Guarantor hereby irrevocably, absolutely, unconditionally and jointly and severally guaranteeswith the other Guarantors guarantees to the Purchasers and each other Secured Party, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment in full of (i) the principal of and interest on (including, without limitation, interest accruing after the premiumfiling of any petition in bankruptcy, if anyor the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to under, the Loan Documents, Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional or mandatory prepayment or by declarationacceleration or otherwise including any Make-Whole Amounts and other fees, redemption or otherwiseamounts, and premiums) in accordance with and (ii) any other sums which may become due under the terms and provisions of this Agreement, the Convertible Notes, or any other Note Document or other instrument referred to herein or therein (including amounts that would become due but for the operation of the Loan Documentsautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (all such obligations described in clauses (i) and (ii) above are herein called the “Guaranteed Obligations”). The Guarantors’ guaranty under this Section in the preceding sentence is an absolute, present and continuing guarantee guaranty of payment and not of collectability, collectability and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Issuer or any other guarantor of the Guaranteed Obligations Note Documents (or including, without limitation, any portion thereofother Guarantor) or upon any other action, occurrence or circumstances circumstance whatsoever. In the event that the Borrower or any Guarantor Issuer shall fail so to pay any of such principalGuaranteed Obligations, premium, interest or other amount each Guarantor agrees to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwithwhen due to the Holders entitled thereto, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)kind, in lawful money of the United StatesStates of America, at pursuant to the place requirements for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative AgentConvertible Notes and this Agreement. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any Each default in payment of any of the Guaranteed Obligations or shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel Convertible Notes issued in connection with this Agreement may (but need not) make reference to the Administrative Agent, such Lenders and the other Secured Partiesguaranty provided in this Section 7.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectabilitycollectibility, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

Unconditional Guaranty. Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties Lender the due and punctual payment and performance in full of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan DocumentsObligations. The Guarantors’ guaranty under this Section 10.1 is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured PartyLender, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent the Lender in writing, to such Administrative Agentthe Lender. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties Lender the costs and expenses incurred by such Administrative Agent, the Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties Lender against the Borrower and any or all of the Guarantors (whether in a Bankruptcy bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesLender.

Unconditional Guaranty. Each (a) In consideration of the execution and delivery of this Agreement and the purchase of the Convertible Notes by the Purchasers, the Merger Sub and, effective as of the consummation of the Merger, each other Guarantor hereby irrevocably, absolutely, unconditionally and jointly and severally guaranteeswith the other Guarantors guarantees to the Purchasers and each other Secured Party, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment in full of (i) the principal of and interest on (including, without limitation, interest accruing after the premiumfiling of any petition in bankruptcy, if anyor the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to under, the Loan Documents, Convertible Notes and the other Note Documents when and as the same shall become due and payable (whether at stated maturity or by required or optional or mandatory prepayment or by declarationacceleration or otherwise including any Make-Whole Amounts and other fees, redemption or otherwiseamounts, and premiums) in accordance with and (ii) any other sums which may become due under the terms and provisions of this Agreement, the Convertible Notes, or any other Note Document or other instrument referred to herein or therein (including amounts that would become due but for the operation of the Loan Documentsautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (all such obligations described in clauses (i) and (ii) above are herein called the “Guaranteed Obligations”). The Guarantors’ guaranty under this Section in the preceding sentence is an absolute, present and continuing guarantee guaranty of payment and not of collectability, collectability and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors Issuer or any other guarantor of the Guaranteed Obligations Note Documents (or including, without limitation, any portion thereofother Guarantor) or upon any other action, occurrence or circumstances circumstance whatsoever. In the event that the Borrower or any Guarantor Issuer shall fail so to pay any of such principalGuaranteed Obligations, premium, interest or other amount each Guarantor agrees to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwithwhen due to the Holders entitled thereto, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law)kind, in lawful money of the United StatesStates of America, at pursuant to the place requirements for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative AgentConvertible Notes and this Agreement. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any Each default in payment of any of the Guaranteed Obligations or shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel Convertible Notes issued in connection with this Agreement may (but need not) make reference to the Administrative Agent, such Lenders and the other Secured Parties.guaranty provided in this Section 7. 77

Unconditional Guaranty. Each Project Company Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties Lender the due and punctual payment and performance in full of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan DocumentsObligations. The Project Company Guarantors’ guaranty under this Section 10 is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Project Company Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Project Company Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured PartyLender, the Project Company Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Project Company Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent the Lender in writing, to such Administrative Agentthe Lender. The Project Company Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties Lender the costs and expenses incurred by such Administrative Agent, the Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties Lender against the Borrower and any or all of the Project Company Guarantors (whether in a Bankruptcy bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Project Company Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured PartiesLender.