Unconditional Guaranty. To induce Contractor to enter into this Agreement with Subcontractor and from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any Surety. Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to Guarantor, Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope of the Subcontract by Change Order or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor may have in Subcontract, shall not alter, affect, or in any way limit the obligations of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:
Appears in 2 contracts
Samples: Blanket Subcontract Agreement, Blanket Subcontract Agreement
Unconditional Guaranty. To induce Contractor No action which the Administrative Agent or any other Lender Party may take or omit to enter into take in connection with any of the Obligation Documents or any of the Obligations (or any other indebtedness owing by the Borrower to the Administrative Agent or any other Lender Party), and no course of dealing of the Administrative Agent or any other Lender Party with any Obligor or any other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Agreement with Subcontractor and Guaranty in any way, or afford any Guarantor any recourse against the Administrative Agent or any other Lender Party, regardless of whether any such action or inaction may increase any risks to or liabilities of the Administrative Agent or any other Lender Party or any Obligor. Without limiting the foregoing, each Guarantor hereby expressly agrees that any Lender Party may, from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any Surety. Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to or the consent of any Guarantor, Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance do any or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope all of the Subcontract by Change Order following: Amend, change or (c) alter modify, in whole or amend in part, any time one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or amounts performance of paymentany one or more of the Obligations (whether for principal, whether interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. Discharge, release, substitute or add Obligors. Apply all monies received from Obligors or others to any one or more of the Obligations as the Administrative Agent or the other Lender Parties may determine to be in their best interest, without in any way being required to apply all or any part of such payments are partial payments monies upon any particular Obligations. No action or final payment; inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish any Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against any Lender Party. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of the Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without affecting notice to or without the consent of any Guarantor: Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring ofstay of actions or lien enforcement proceedings against, any ownership interest Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. The failure by the Administrative Agent or any other Lender Party to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. The release by operation of law of any Obligor from any of the Obligations or any other obligations to the Administrative Agent or any other Lender Party. The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever, other than the defense of payment having been made to the Lender Parties in accordance with this Guaranty or the Term Loan Credit Agreement. The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, the Administrative Agent or any other Lender Party. The fact that Guarantor the Guarantors may have incurred directly part of the Obligations or are otherwise primarily liable therefor. Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in Subcontractthe absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment by the Borrower of the Obligations or the actual payment by the Guarantors under this Guaranty. The Administrative Agent, on behalf of any Lender Party, may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person. The Administrative Agent, on behalf of any Lender Party, may maintain an action against any Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. If any payment to any Lender Party by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason any Lender Party is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to such Lender Party shall not alterconstitute a release of any Guarantor from any liability hereunder, affect, or in any way limit the obligations of the and each Guarantor hereunder. Guarantor further consents agrees to pay such amount to such Lender Party on demand and agrees and acknowledges that this guaranty agreement Guaranty shall continue to be effective or shall be subject reinstated, as the case may be, to and governed the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the arbitration provisions making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in the Subcontract Lender Parties. This is a continuing guaranty and that any claims by either Guarantor or Contractor arising out of or relating shall apply to the obligations of this guaranty agreement shall be subject and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:time.
Appears in 2 contracts
Samples: Senior Secured Term Loan C Agreement, Senior Secured Term Loan C Agreement (Energy Transfer Equity, L.P.)
Unconditional Guaranty. To induce Contractor (a) This is an unconditional Guaranty; it is unlimited as to enter into time, until termination. The Guarantor warrants that there are no conditions, oral or otherwise, on the effectiveness of this Agreement with Subcontractor Guaranty. This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which Lender may take or omit to take in connection with any of the Loan Documents, any of the Obligations (or any other indebtedness owing by the Borrowers to Lender), or any Security, and no course of dealing of Lender with any Obligor or any other Person, shall release or diminish the Guarantor's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, the Guarantor hereby expressly agrees that Lender may, from time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any Surety. Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to or the consent of the Guarantor, Contractor and Subcontractor may agree todo any or all of the following: (ai) extend amend, change or modify, in whole or in part, any one or more of the time for Subcontractor’s performance other Loan Documents and give or compliance within ay covenant, agreement refuse to give any waivers or warranty under the Subcontractother indulgences with respect thereto; (bii) amend neglect, delay, fail, or change refuse to take or prosecute any action for the scope collection or enforcement of any of the Subcontract by Change Order Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Loan Documents; (ciii) alter accelerate, change, 1094129v2 rearrange, extend, or amend any time renew the time, rate, terms, or manner for payment or amounts performance of paymentany one or more of the Obligations (whether for principal, whether such payments are partial payments interest, fees, expenses, indemnifications, affirmative or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination ofnegative covenants, or restructuring of, otherwise); (iv) compromise or settle any ownership interest that Guarantor may have in Subcontract, shall not alter, affectunpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Loan Documents; (v) take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Lender’s rights in any or all Security; (vi) discharge, release, substitute or add Obligors; (vii) apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Lender may determine to be in its best interest, without in any way limit the obligations being required to xxxxxxxx Security or assets or to apply all or any part of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that such monies upon any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:particular Obligations;
Appears in 1 contract
Unconditional Guaranty. To induce Contractor The obligations of the Guarantor under this Guaranty are absolute and unconditional without regard to enter into this Agreement the obligations of any other Person. The obligations of the Guarantor hereunder shall not be in any way limited or effected by any circumstance whatsoever including, without limitation, (a) any act or omission of the Lender consented to in Section 2.2 hereof; (b) the failure to receive any notice, demand, presentment or protest waived in Section 2.4 hereof; (c) any failure by the Borrower or any surety or guarantor or any other Person to perform or comply with Subcontractor and from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications Guaranteed Obligations or Change Orders issued pursuant to the terms of this Subcontract. The obligation any instrument or agreement relating thereto; (d) any change in the name, purpose, membership units or organization of the Guarantor shall be performable upon demand Borrower or any surety or guarantor or any other Person; (e) any irregularity, defect or unauthorized action by Contractor the Lender, the Borrower or any surety or guarantor or any other Person or any of its respective officers, directors members, managers or other agents in executing and shall be unconditional, irrespective delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any alleged irregularity such agreements; (f) any insolvency, bankruptcy, reorganization or similar proceeding by or against the Borrower, Lender, Guarantor or any other surety or guarantor or other Person; (g) any setoff, counterclaim, recoupment, deduction, any defense or other right which Guarantor may have against the Lender, the Borrower or any surety or guarantor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; or (h) any other circumstance which might constitute a legal or equitable discharge or defense, in whole or in part, of any Suretya surety or guarantor. By signing this Guaranty, Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees defenses of a surety to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy which it may now have be entitled by statute or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to Guarantor, Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope of the Subcontract by Change Order or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor may have in Subcontract, shall not alter, affect, or in any way limit the obligations of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:otherwise.
Appears in 1 contract
Samples: Elandia International Inc.
Unconditional Guaranty. To induce Contractor The obligations of the Guarantor under this Guaranty are absolute and unconditional without regard to enter into this Agreement the obligations of any other Person. The obligations of the Guarantor hereunder shall not be in any way limited or effected by any circumstance whatsoever including, without limitation, (a) any act or omission of the Lenders or the Agent (or any of them) consented to in Section 2.2 hereof; (b) the failure to receive any notice, demand, presentment or protest waived in Sections 2.4 and 2.6 hereof; (c) any failure by the Borrower or any surety or guarantor or any other Person to perform or comply with Subcontractor and from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications Guaranteed Obligations or Change Orders issued pursuant to the terms of this Subcontract. The obligation any instrument or agreement relating thereto; (d) any change in the name, purpose, membership units or organization of the Guarantor shall be performable upon demand Borrower or any surety or guarantor or any other Person; (e) any irregularity, defect or unauthorized action by Contractor the Lenders or the Agent (or any of them), the Borrower or any surety or guarantor or any other Person or any of their respective officers, directors members, managers or other agents in executing and shall be unconditional, irrespective delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any alleged irregularity such agreements; (f) any insolvency, bankruptcy, reorganization or similar proceeding by or against the Borrower, any Lender, the Agent, any Guarantor or any other surety or guarantor or other Person; (g) any setoff, counterclaim, recoupment, deduction, any defense or other right which any Guarantor may have against the Lenders or the Agent (or any of them), the Borrower or any surety or guarantor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; or (h) any other circumstance which might constitute a legal or equitable discharge or defense, in whole or in part, of any Suretya surety or guarantor. By signing this Guaranty, each Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees defenses of a surety to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy which it may now have be entitled by statute or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to Guarantor, Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope of the Subcontract by Change Order or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor may have in Subcontract, shall not alter, affect, or in any way limit the obligations of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:otherwise.
Appears in 1 contract
Samples: Elandia, Inc.
Unconditional Guaranty. To induce Contractor The obligations, covenants, agreements and duties of Guarantor under this Guaranty shall not be released or impaired in any manner whatsoever, without the written consent of Kaiser, including, but not limited to, on account of any or all of the following: (a) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed Obligations; (b) any waiver by Kaiser of the performance or observance by Buyer of any of the agreements, covenants, terms or conditions contained in the Agreement; (c) any extension of the time for payment or performance of all or any portion of the Guaranteed Obligations; (d) the renewal, rearrangement, modification or amendment (whether material or otherwise) of any duty, agreement, covenant or obligation of Buyer set forth in the Agreement or any other provision of the Agreement; (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Buyer or Guarantor; (f) any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Buyer or Guarantor or any of their assets; (g) any release, withdrawal, surrender, exchange, substitution, subordination or loss of any security or other guaranty at any time existing in connection with all or any portion of the Guaranteed Obligations, or the acceptance of additional or substitute property as security therefor; (h) the release or discharge of Buyer from the observance or performance of any agreement, covenant, term or condition contained in the Agreement; (i) any action which Kaiser may take or omit to enter into this take pursuant or with respect to the Agreement or through any course of dealing with Subcontractor and Buyer; (j) the addition of a new guarantor or guarantors; (k) the operation of law or any other cause, whether similar or dissimilar to the foregoing; (l) any adjustment, indulgence, forbearance or compromise that may be granted or given by Kaiser to any person; (m) the failure by Kaiser to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of Buyer or any other person or entity; (n) the addition of a new guarantor or guarantees; (o) recovery from time Buyer or any other person or entity becomes barred by any statute of limitations or is otherwise prevented; (p) any defenses, set-offs or counterclaims which may be available to time Buyer or any other person or entity; (q) any impairment, modification, change, release or limitation of liability of, or stay of actions in lien enforcement proceedings against Buyer, its property, or its estate in bankruptcy resulting from the operation of any present or future provisions of the Bankruptcy Code or any other similar federal or state statute, or from the decisions of any court; (r) any neglect, delay, omission, failure or refusal of Kaiser to issue Work Orders hereunder take or prosecute any action for the Subcontract Work as described thereinperfection of collateral or the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any lien, and for other good and valuable consideration, the receipt and sufficiency right of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontractsecurity for, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guaranteed Obligations, it being the intention hereof that Guarantor shall be performable upon demand by Contractor and shall be unconditionalremain fully liable as principal on the Guaranteed Obligations, irrespective of notwithstanding any alleged irregularity act, omission or thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (s) any Surety. Guarantor hereby waives all diligencedefense that may arise by reason of the incapacity or lack of authority hereof, presentment, by Buyer or others; (t) demand, protest and protestnotice of any other kind, including, without limiting the generality of the foregoing, notice of any action or non-action on the part of Buyer or Kaiser; (u) any defense asked upon an election of remedies by Kaiser, including, without limitation, an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against Buyer for reimbursement, or both; and agrees (v) any duty on the part of Kaiser to disclose to the Guarantor any facts it may now or hereafter know about Buyer, regardless of whether Kaiser has reason to believe that any such facts materially increase the risk beyond which the Guarantor is obligated or whether Kaiser has a reasonable opportunity to communicate such facts to the Guarantor, it being understood and agreed that the Guarantor is fully responsible for being and faithfully perform keeping informed of the Subcontractor’s obligations under financial condition of Buyer and of all circumstances bearing on the Subcontract upon demand by Contractorrisk of non-payment or non-performance of the Guaranteed Obligations. Guarantor further agrees that contractor may demand performance nothing contained in this Guaranty shall prevent Kaiser from suing on the Note or from exercising any rights available to it thereunder or under any of the obligations under Loan Documents, and that the Subcontract without exercise of any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to Guarantor, Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope of the Subcontract by Change Order aforesaid rights shall not constitute a legal or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation equitable discharge of Guarantor. Guarantor hereby acknowledges understands that the withdrawal from, termination of, exercise by Kaiser of certain rights and remedies contained in the Loan Documents may affect or restructuring of, any ownership interest eliminate Guarantor's right of subrogation against Borrower and that Guarantor may have therefore succeed to a partially or totally nonreimbursable liability hereunder; nevertheless, Guarantor hereby authorizes and empowers Kaiser to exercise, in Subcontractits sole discretion, shall not alter, affectany rights and remedies, or in any way limit combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement hereunder shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the terminationabsolute, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocationindependent, and (ii) Subcontractor has fully performed all obligations unconditional under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereofcircumstances. EXECUTED Without limiting the generality of the foregoing, Guarantor expressly waives any and all benefits under California Civil Code sections 2809, 2810, 2819, 2845, 2849, 2850, and 2855, and California Code of Civil Procedure sections 580a, 580b, and 580d. Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of any real or personal property secured thereby, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure, or by an acceptance of a deed in Countylieu of foreclosure, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:Guarantor shall remain bound under this Guaranty.
Appears in 1 contract
Samples: Joint And (Kaiser Ventures Inc)
Unconditional Guaranty. To induce Contractor to enter into this Agreement with Subcontractor and from time to time to issue Work Orders hereunder for The obligations of the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, Seller under the Subcontract, any Work Order issued Seller Guaranty are absolute and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any alleged irregularity Guaranteed Obligations, any Contract, any Transaction Document or any other agreement or instrument referred to herein or therein, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Seller agrees that the Seller Guaranty may be enforced by the Administrative Agent or the Purchasers without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Subject Property securing the Guaranteed Obligations or the other Aggregate Unpaids (or any portion thereof) or otherwise, and the Seller hereby waives the right to require the Administrative Agent or the Purchasers to make demand on or proceed against any Obligor, any other Seller Party or any other Person or to require the Administrative Agent or the Purchasers to pursue any other remedy or enforce any other right. The Seller further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Administrative Agent or the Purchasers in connection with monies received under or in respect of the Seller Guaranty. The Seller further agrees that nothing contained herein shall prevent the Administrative Agent or the Purchasers from suing on any of the other Transaction Documents or foreclosing its or their, as applicable, security interest in or lien on the Subject Property (or any portion thereof) securing the Guaranteed Obligations or the other Aggregate Unpaids (or any portion thereof) or from exercising any other rights available to it or them, as applicable, under any Transaction Document, or any other instrument of security and the exercise of any Surety. Guarantor hereby waives all diligence, presentment, demand, of the aforesaid rights and protest, and agrees to fully and faithfully perform the Subcontractorcompletion of any foreclosure proceedings shall not constitute a discharge of the Seller’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance Seller Guaranty; it being the purpose and intent of the Seller that its obligations under the Subcontract without Seller Guaranty shall be absolute, independent and unconditional under any and all circumstances. Neither the Seller Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Obligor or any Seller Party or by reason of the bankruptcy or insolvency of any Obligor or any Seller Party. The Seller hereby waives any and all notice of the creation, renewal, extension, accrual, or increase of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any Purchaser on the Seller Guaranty or acceptance of the Seller Guaranty. All dealings between any Obligor or any Seller Party, on the one hand, and the Administrative Agent and the Purchasers, on the other hand, shall be conclusively presumed to have been had or consummated in reliance upon the Seller Guaranty. The Seller hereby represents and warrants that it is, and immediately after giving effect to the Seller Guaranty and the obligation by Contractor evidenced hereby, will be, Solvent. The Seller Guaranty and the obligations of the Seller under the Seller Guaranty shall be valid and enforceable and shall not be subject to firstany limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), including the occurrence of any of the following, whether or not the Administrative Agent or any Purchaser shall have had notice or knowledge of any of them: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Subject Property or the Guaranteed Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Sold Assets or the Guaranteed Obligations, (b) proceed against any surety bond waiver, amendment or exhaust modification of, or any collateral held by Contractor as consent to departure from, any of the terms or provisions (including provisions relating to Termination Events) of any Transaction Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for performance of Subcontractor’s obligations guaranteed hereby; the Sold Assets or the Guaranteed Obligations, (c) pursue to the fullest extent permitted by applicable Law, any remedy it may now have of the Guaranteed Obligations, or hereafter have against Subcontractor. Guarantor further agrees that any agreement relating thereto, at any timetime being found to be illegal, without notice invalid or unenforceable in any respect, (d) the application of payments received from any source to Guarantorthe payment of indebtedness other than the Guaranteed Obligations, Contractor and Subcontractor may agree to: (a) extend even though the time for Subcontractor’s performance Administrative Agent might have elected to apply such payment to any part or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope all of the Subcontract by Change Order or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor may have in Subcontract, shall not alter, affect, or in any way limit the obligations of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:Guaranteed Obligations,
Appears in 1 contract
Samples: Receivables Purchase Agreement (Covanta Holding Corp)
Unconditional Guaranty. To induce Contractor (a) This is an unconditional Guaranty; it is unlimited as to enter into time, until termination. The Guarantor warrants that there are no conditions, oral or otherwise, on the effectiveness of this Agreement with Subcontractor Guaranty. This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which Lender may take or omit to take in connection with any of the Loan Documents, any of the Obligations (or any other indebtedness owing by the Borrowers to Lender), or any Security, and no course of dealing of Lender with any Obligor or any other Person, shall release or diminish the Guarantor's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, the Guarantor hereby expressly agrees that Lender may, from time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any Surety. Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to or the consent of the Guarantor, Contractor and Subcontractor may agree todo any or all of the following: (ai) extend amend, change or modify, in whole or in part, any one or more of the time for Subcontractor’s performance other Loan Documents and give or compliance within ay covenant, agreement refuse to give any waivers or warranty under the Subcontractother indulgences with respect thereto; (bii) amend neglect, delay, fail, or change refuse to take or prosecute any action for the scope collection or enforcement of any of the Subcontract by Change Order Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Loan Documents; (ciii) alter accelerate, change, rearrange, extend, or amend any time renew the time, rate, terms, or manner for payment or amounts performance of paymentany one or more of the Obligations (whether for principal, whether such payments are partial payments 0000000x0 interest, fees, expenses, indemnifications, affirmative or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination ofnegative covenants, or restructuring of, otherwise); (iv) compromise or settle any ownership interest that Guarantor may have in Subcontract, shall not alter, affectunpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Loan Documents; (v) take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Lender’s rights in any or all Security; (vi) discharge, release, substitute or add Obligors; (vii) apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Lender may determine to be in its best interest, without in any way limit the obligations being required to xxxxxxxx Security or assets or to apply all or any part of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that such monies upon any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:particular Obligations;
Appears in 1 contract
Unconditional Guaranty. To induce Contractor No action which the Lender may take or omit to enter into take in connection with any of the Loan Documents, any of the Obligations (or any other indebtedness owing by the Borrower to the Lender), or any Collateral, and no course of dealing of the Lender with any Obligor or any other Person, will release or diminish any Guarantor's obligations, liabilities, agreements or duties hereunder, affect this Agreement with Subcontractor and in any way, or afford any Guarantor any recourse against the Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of the Lender or any Obligor or increase any risk to or diminish any safeguard of any Collateral. Without limiting the foregoing, each of the Guarantors hereby expressly agrees that the Lender may, from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any Surety. Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to or the consent of such Guarantor, Contractor and Subcontractor may agree todo any or all of the following: (a) extend amend, change or modify, in whole or in part, any one or more of the time for Subcontractor’s performance Loan Documents and give or compliance within ay covenant, agreement refuse to give any waivers or warranty under the Subcontractother indulgences with respect thereto; (b) amend neglect, delay, fail, or change refuse to take or prosecute any action for the scope collection or enforcement of any of the Subcontract by Change Order Obligations, to foreclose or take or prosecute any action in connection with any Collateral or Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Loan Documents; (c) alter accelerate, change, rearrange, extend or amend any time renew the time, rate, terms or manner for payment or amounts performance of paymentany one or more of the Obligations (whether for principal, whether such payments are partial payments interest, fees, expenses, indemnifications, affirmative or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination ofnegative covenants, or restructuring of, otherwise); (d) compromise or settle any ownership interest that Guarantor may have in Subcontract, shall not alter, affectunpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Loan Documents; (e) take, exchange, amend, eliminate, surrender, release, or subordinate any or all Collateral for any or all of the Obligations, accept additional or substituted Collateral therefor, and perfect or fail to perfect the Lender's rights in any or all Collateral; (f) discharge, release, substitute or add Obligors; or (g) apply all monies received from Obligors or others, or from any Collateral for any of the Obligations, as the Lender may determine to be in the Lender's best interest, without in any way limit the obligations being required to marsxxxx Xxxlateral or assets or to apply all or any part of the Guarantor such monies upon any particular Obligations. No action or inaction of any Obligor or any other Person, and no change of law or circumstances, will release or diminish any Guarantor's obligations, liabilities, agreements or duties hereunder. Guarantor further consents and agrees that , affect this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions Agreement in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidationway, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of afford any Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:recourse against the Lender.
Appears in 1 contract
Unconditional Guaranty. To induce Contractor (a) This is an unconditional Guaranty; it is unlimited as to enter into time, until termination. The Guarantor warrants that there are no conditions, oral or otherwise, on the effectiveness of this Agreement with Subcontractor Guaranty. This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which the Administrative Agent or any Lender may take or omit to take in connection with any of the Loan Documents, any of the Obligations (or any other indebtedness owing by the Borrowers to the Lender Parties), or any Security, and no course of dealing of the Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish the Guarantor's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against the Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of the Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, the Guarantor hereby expressly agrees that the Administrative Agent and the Lenders may, from time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any Surety. Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to or the consent of the Guarantor, Contractor and Subcontractor may agree todo any or all of the following: (ai) extend amend, change or modify, in whole or in part, any one or more of the time for Subcontractor’s performance other Loan Documents and give or compliance within ay covenant, agreement refuse to give any waivers or warranty under the Subcontractother indulgences with respect thereto; (bii) amend neglect, delay, fail, or change refuse to take or prosecute any action for the scope collection or enforcement of any of the Subcontract by Change Order Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Loan Documents; (ciii) alter accelerate, change, rearrange, extend, or amend any time renew the time, rate, terms, or manner for payment or amounts performance of paymentany one or more of the Obligations (whether for principal, whether such payments are partial payments interest, fees, expenses, indemnifications, affirmative or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination ofnegative covenants, or restructuring of, otherwise); (iv) compromise or settle any ownership interest that Guarantor may have in Subcontract, shall not alter, affectunpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Loan Documents; (v) take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect the Administrative Agent’s or any Lender's rights in any or all Security; (vi) discharge, release, substitute or add Obligors; (vii) apply all monies received from Obligors or others, or from any Security for any of the Obligations, as the Administrative Agent or Lenders may determine to be in their best interest, without in any way limit the obligations being required to xxxxxxxx Security or assets or to apply all or any part of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that such monies upon any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:particular Obligations;
Appears in 1 contract
Unconditional Guaranty. To induce Contractor The obligations of the Guarantor under this Guaranty are absolute and unconditional without regard to enter into this Agreement the obligations of any other Person. The obligations of the Guarantor hereunder shall not be in any way limited or effected by any circumstance whatsoever including, without limitation, (a) any act or omission of the Lenders or the Agent (or any of them) consented to in Section 2.2 hereof; (b) the failure to receive any notice, demand, presentment or protest waived in Sections 2.4 and 2.6 hereof; (c) any failure by the Borrower or any surety or guarantor or any other Person to perform or comply with Subcontractor and from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Guarantor hereby unconditionally, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications Guaranteed Obligations or Change Orders issued pursuant to the terms of this Subcontract. The obligation any instrument or agreement relating thereto; (d) any change in the name, purpose, membership units or organization of the Guarantor shall be performable upon demand Borrower or any surety or guarantor or any other Person; (e) any irregularity, defect or unauthorized action by Contractor the Lenders or the Agent (or any of them), the Borrower or any surety or guarantor or any other Person or any of its respective officers, directors members, managers or other agents in executing and shall be unconditional, irrespective delivering any instrument or agreements relating to the Guaranteed Obligations or in carrying out or attempting to carry out the terms of any alleged irregularity such agreements; (f) any insolvency, bankruptcy, reorganization or similar proceeding by or against the Borrower, any Lender, the Agent, Guarantor or any other surety or guarantor or other Person; (g) any setoff, counterclaim, recoupment, deduction, any defense or other right which Guarantor may have against the Lenders or the Agent (or any of them), the Borrower or any surety or guarantor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or otherwise; or (h) any other circumstance which might constitute a legal or equitable discharge or defense, in whole or in part, of any Suretya surety or guarantor. By signing this Guaranty, Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees defenses of a surety to fully and faithfully perform the Subcontractor’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy which it may now have be entitled by statute or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to Guarantor, Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope of the Subcontract by Change Order or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor may have in Subcontract, shall not alter, affect, or in any way limit the obligations of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:otherwise.
Appears in 1 contract
Samples: Elandia International Inc.
Unconditional Guaranty. To induce Contractor to enter into this Agreement with Subcontractor and from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned The Guarantor hereby unconditionally, irrevocably and absolutelyunconditionally guarantees to the Buyer, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant subject to the terms and limitations contained in the Purchase Agreement, the due and punctual payment and performance by the Seller of this Subcontract. The obligation all of the Guarantor shall be performable upon demand by Contractor and shall be unconditional, irrespective of any alleged irregularity or equitable discharge of any Surety. Guarantor hereby waives all diligence, presentment, demand, and protest, and agrees to fully and faithfully perform the SubcontractorSeller’s obligations under the Subcontract upon demand Purchase Agreement (the “Guaranteed Obligations”) provided that, as regards any Guaranteed Obligations not involving the payment of money, to be performed 104 outside the French Republic, the Guarantor’s obligations hereunder shall be to cause such Guaranteed Obligations to be performed by Contractor. the Seller or another person designated by the Guarantor further agrees that contractor may demand and not by the Guarantor itself if the Guarantor’s own performance of such Guaranteed Obligations would require it to register or qualify to do business in or subject itself to the obligations under the Subcontract without any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond taxing or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; or (c) pursue any remedy it may now have or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to Guarantor, Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope of the Subcontract by Change Order or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring regulatory jurisdiction of, any ownership interest that Guarantor may have in Subcontractother country. Subject to the aforesaid, the Guarantor’s guaranty hereunder is an absolute, unconditional guaranty of performance and, where applicable, of payment and shall not alterbe released, affectdischarged or otherwise affected by any matter whatsoever, or in any way limit including, without limitation, (i) the obligations of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the terminationbankruptcy, liquidationinsolvency, reorganization or dissolution of Subcontractorthe Seller or the disaffirmance in whole or in part of any of the Guaranteed Obligations in any such proceeding, this unconditional guaranty shall continue or any action taken by any trustee or receiver or by any court in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocationany such proceeding, and (ii) Subcontractor has fully performed all any modification or amendment of or supplement to the Purchase Agreement or the Guaranteed Obligations, (iii) any consent, release or waiver by the Seller with respect to any of its rights under the Purchase Agreement, (iv) any assignment or transfer of the Purchase Agreement or of any rights or obligations under Work Orders issued prior thereunder in accordance with the terms thereof, (v) any merger or consolidation of the Seller into or with any other corporation, or any sale, lease or other transfer of any of the assets of the Seller to Guarantor’s revocationany other person or entity, including or (vi) any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:lack of authority or lack of authorization for the Seller to incur the Guaranteed Obligations.
Appears in 1 contract
Samples: Letter Agreement (Flyi Inc)
Unconditional Guaranty. To induce Contractor to enter into this Agreement with Subcontractor and from time to time to issue Work Orders hereunder for the Subcontract Work as described therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned The Guarantor hereby unconditionallyagrees that, irrevocably and absolutely, jointly and severally guaranties the performance of each and every obligation of Subcontractor, including warranties, its obligations under the Subcontract, any Work Order issued and accepted hereunder, and/or any modifications or Change Orders issued pursuant to the terms of this Subcontract. The obligation of the Guarantor shall be performable upon demand by Contractor and Guarantee shall be unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability or any alleged irregularity future amendment of, or equitable discharge change in this Guaranty, the Transaction Documents, the Obligations or any part thereof, or of the Notes or other document evidencing all or any part of the Obligations, (b) the absence of any Surety. Guarantor hereby waives attempt to collect from the Issuer or any other guarantor of all diligenceor any part of the Obligations or other action to enforce the same, presentment(c) the waiver, demandmodification, extension, amendment or consent by the Trustee, the Collateral Agent or the Noteholders with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter executed by the Issuer or any other guarantor of all or any part of the Obligations, and protestdelivered to the Trustee or the Collateral Agent, (d) failure by the Trustee or the Collateral Agent to take any steps to perfect and agrees maintain its security interest in, or to fully and faithfully perform preserve its rights to, any security or collateral for the SubcontractorObligations or any guaranty, (e) the existence or nonexistence of any defenses which may be available to the Issuer or any other guarantor of all or any part of the Obligations, (f) the institution of any proceeding under the Bankruptcy Code, or any similar proceeding, by or against any of the Issuer or any other guarantor, or the Trustee’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code, (g) any borrowing or grant of a security interest by the Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code (or use of cash collateral under Section 363 of the Bankruptcy Code), (h) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Trustee’s claim(s) for repayment of the Obligations, (i) any assignment or other transfer of the Issuer’s interest or any assumption of the Issuer’s obligations under the Subcontract upon demand by Contractor. Guarantor further agrees that contractor may demand performance of Notes, the obligations under the Subcontract without Indenture or any obligation by Contractor to first: (a) proceed against Subcontractor and/or any Work Order issued and accepted hereunder; (b) proceed against any surety bond or exhaust any collateral held by Contractor as security for performance of Subcontractor’s obligations guaranteed hereby; Transaction Document or (cj) pursue any remedy it may now have other circumstance which might otherwise constitute a legal or hereafter have against Subcontractor. Guarantor further agrees that at any time, without notice to Guarantor, Contractor and Subcontractor may agree to: (a) extend the time for Subcontractor’s performance equitable discharge or compliance within ay covenant, agreement or warranty under the Subcontract; (b) amend or change the scope defense of the Subcontract by Change Order or (c) alter or amend any time for payment or amounts of payment, whether such payments are partial payments or final payment; all without affecting the liability and obligation of Guarantor. Guarantor hereby acknowledges that the withdrawal from, termination of, or restructuring of, any ownership interest that Guarantor may have in Subcontract, shall not alter, affect, or in any way limit the obligations of the Guarantor hereunder. Guarantor further consents and agrees that this guaranty agreement shall be subject to and governed by the terms of the arbitration provisions in the Subcontract and that any claims by either Guarantor or Contractor arising out of or relating to the obligations of this guaranty agreement shall be subject to the arbitration clause in the Subcontract. Guarantor hereby agrees that in the event of the termination, liquidation, or dissolution of Subcontractor, this unconditional guaranty shall continue in full force and effect. The obligations of Guarantor shall not terminate until (i) Guarantor has sent notice of revocation of guaranty for Subcontract Work on future Work Orders issued after Guarantor’s revocation, and (ii) Subcontractor has fully performed all obligations under Work Orders issued prior to Guarantor’s revocation, including any and all modifications thereof. EXECUTED in County, . CONTRACTOR: SUBCONTRACTOR: BY: BY: NAME: NAME: TITLE: TITLE*: DATE: DATE: GUARANTORS:a guarantor.
Appears in 1 contract
Samples: MBC Funding Ii Corp.
