Unconditional nature of guarantee Sample Clauses

Unconditional nature of guarantee. DBCT Guarantor agrees that DBCT Guarantor's obligations under this Agreement are unconditional (irrespective of the validity, regularity or enforceability of any provision of this Agreement or the absence of any action to enforce the same or the waiver or the consent of the User in respect of any provision of this Agreement or the recovery of any judgment against DBCT Management or any action to enforce the same or any variation of the terms of this Agreement or any other dealings, transactions or arrangements between the User and DBCT Management or other circumstances which might otherwise constitute a legal or equitable discharge of or defence to a surety). This guarantee shall be a continuing guarantee which shall not be discharged except by a complete performance of all obligations of DBCT Management under this Agreement.
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Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the Guarantee shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Credit Agreement or this Intercreditor Agreement or any other Related Document against the Borrower or any other ACS Bermuda Group Member, the absence of any action to enforce the Borrower’s or any other ACS Bermuda Group Member’s obligations under the Credit Agreement, this Intercreditor Agreement or any other Related Document, any waiver or consent by a Holder with respect to any provisions thereof or any provisions of this Intercreditor Agreement and the Related Documents, any amendment to the terms under which the Loans are advanced, any release of collateral related to the Loans or the Borrower’s or any other ACS Bermuda Group Member’s obligations under this Intercreditor Agreement or any other Related Document, the bankruptcy of the Borrower or any other ACS Bermuda Group Member or any circumstance with might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Borrower could have exercised under this Intercreditor Agreement to cure any default in respect of its obligations under this Intercreditor Agreement or the Credit Agreement, if any, but only to the extent such right, if any, is provided to the Borrower under this Intercreditor Agreement or the Credit Agreement. The Guarantor hereby waives each of the following to the fullest extent of the law: (i) all statutes of limitation as a defense to any action brought by any party against the Guarantor in connection with this Guarantee, (ii) any defense based upon (a) the lack of perfection or failure of priority of any security for the Guaranteed Obligations; (b) any act or omission of any Guaranteed Party that directly or indirectly results in the discharge or release of any Borrower or any other Person, or any of the obligations subject to this Guarantee or any security therefor; or (c) any other defense of the Borrower or any other Person with respect to the Guaranteed Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause, (iii) any right (whether now or hereafter existing) to require any Guaranteed Party, as a condition to the enforcement of this Guarantee, to (a) accelerate the Borrower’s obligations, (b) give notice to the...
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Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the guarantee set forth in Section 11.01 hereof shall be irrevocable and unconditional, irrespective of the invalidity, irregularity or unenforceability of this Agreement or any other Related Document against the Cash Manager, the absence of any action to enforce the Cash Manager's obligations hereunder or under any other Related Document, any waiver or consent by any party hereto with respect to any provisions thereof, any amendment to the terms hereof or of any other Related Document, the bankruptcy of the Cash Manager or any circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Cash Manager could have exercised under this Agreement to cure any default in respect of its obligations hereunder or under any other Related Document, if any, but only to the extent such right, if any, is provided to the Cash Manager hereunder or under any other Related Document.
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Unconditional nature of guarantee. If Buyer shall default for any reason whatsoever on any such payment obligations, then Buyer Guarantor shall unconditionally perform or cause to be performed and satisfy or cause to be satisfied such payment obligations immediately upon notice from the applicable Seller specifying the default so that the same benefits shall be conferred on such Seller as would have been received if such payment obligations had been duly performed and satisfied by Buyer. The guarantee set forth in this Article XII shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full of all payment obligations of Buyer hereunder, notwithstanding the winding-up, liquidation, dissolution, merger or other incapacity or other restructuring of Buyer or any change in the status, control or ownership of Buyer. The Sellers shall not be required to initiate legal proceedings against Buyer or any other Person prior to or contemporaneously with proceeding against the Buyer Guarantor.
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Unconditional nature of guarantee. Each of the Guarantors hereby agrees (and each Person who becomes a Guarantor shall agree) that its obligations under the guarantee set forth in Section 1401 shall be irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Securities against the Company, the absence of any action to enforce the Company's obligations under the Securities, any waiver or consent by a Holder with respect to any provisions thereof, any amendment to the terms under which the Securities are issued, any release of collateral related to the Securities, the bankruptcy of the Company or any circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that each of the Guarantors (and each Person who becomes a Guarantor) shall be entitled to exercise any right that the Company could have exercised under the Indenture to cure any default in respect of its obligations under the Indenture or the Securities, if any, but only to the extent such right, if any, is provided to the Company under this Indenture or the Securities.
Sample 1
Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the guarantee set forth in Section 6.01 hereof shall be irrevocable and unconditional, irrespective of the invalidity, irregularity or unenforceability of this Agreement or any other Related Document against the Standby Servicer, the absence of any action to enforce the Standby Servicer's obligations hereunder or under any other Related Document, any waiver or consent by any party hereto with respect to any provisions thereof, any amendment to the terms hereof or of any other Related Document, the bankruptcy of the Standby Servicer or any circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that the Guarantor shall be entitled to exercise any right that the Standby Servicer could have exercised under this Agreement to cure any default in respect of its obligations hereunder or under any other Related Document, if any, but only to the extent such right, if any, is provided to the Standby Servicer hereunder or under any other Related Document.
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Unconditional nature of guarantee. The Company shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect the Guarantor’s obligations hereunder. This is an unconditional guarantee of payment and performance and not of collectibility, and one or more separate actions may be brought and prosecuted against Guarantor to enforce this Guarantee, irrespective of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions, provided that Guarantor shall have the right to assert defenses that Parent or Merger Sub may have to the payment of any Obligations under the terms of the Merger Agreement, other than any such defense arising out of, due to, or as a result of, the insolvency or bankruptcy of Parent or Merger Sub. If any payment by Parent or Merger Sub of the Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than pursuant to the terms of the Merger Agreement or due to a breach of the Merger Agreement by the Company), the Guarantor shall remain liable hereunder with respect to the Obligations (plus any Prevailing Party Cost, as defined in Section 16 below) as if such payment had not been made.
Sample 1
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Unconditional nature of guarantee. The Guarantor hereby agrees that its obligations under the guarantee set forth in Section 11.01 hereof shall be irrevocable and unconditional, irrespective of the invalidity, irregularity or unenforceability of this Agreement or any other Related Document against the Administrative Agent, the absence of any action to enforce the Administrative Agent's obligations hereunder or under any other Related Document, any waiver or consent by any party hereto with respect to any provisions thereof, any amendment to the terms hereof or of any other Related Document, the bankruptcy of the Administrative Agent or any circumstance which might otherwise constitute a legal or equitable discharge of
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Unconditional nature of guarantee. If ESC or, as applicable, any HoldCo Seller, shall default for any reason whatsoever on any such payment or performance obligations, then CCSA shall unconditionally perform or cause to be performed and satisfy or cause to be satisfied the applicable performance or payment obligations immediately upon notice from Buyer specifying the default so that the same benefits shall be conferred on Buyer as would have been received if such performance or payment obligations had been duly performed and satisfied by ESC, or, as applicable, the applicable HoldCo Seller. The guarantee set forth in this Article XI shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full of all payment and performance obligations of ESC and each HoldCo Seller (if any) hereunder, notwithstanding the winding-up, liquidation, dissolution, merger or other incapacity or other restructuring of ESC or any HoldCo Seller or any change in the status, control or ownership of ESC or any HoldCo Seller, other than a change in control or ownership of ESC due to the consummation of the Indirect Sale (if any). Buyer shall not be required to initiate legal proceedings against ESC or any HoldCo Seller or any other Person prior to or contemporaneously with proceeding against CCSA.
Sample 1

Related to Unconditional nature of guarantee

  • Nature of Guarantee The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder.

  • Unconditional Guarantee Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

  • Release of Guarantee This Guarantee shall be released in accordance with Section 10.2 of the Indenture.

  • Limitation of Guarantee The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

  • Scope of Guarantee 1. The financial claims under this contract ("the secured claims") refers to all debts provided by the creditor to the debtor, including but not limited to the principal debt, interest (including default interest, compound interest), breach of contract , damages , expenses of claims. 2. On the due date, if the applicant refused to repay the loan, which lead to the debt rights also in the range of the guarantee. 3. The principal , interest and other costs, the time of performance, usage, rights and obligations of the parties as well as any other relevant matters under the contract shall prevail by relevant agreements, contracts, application, notice , various certificates and other records, all kinds of certificates and other relevant legal documents issued or signed without guarantor’s confirmation. 4. In order to avoid ambiguity, all fees of prepare, improve, perform or enforce the contract (including, but not limited to attorney’s fees, litigation or arbitration costs etc.) constitute a part of the secured debt.

  • Release of Guarantees (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

  • Execution of Guarantee To further evidence the Guarantee to the Holders, the Guarantor hereby agrees to execute a Guarantee substantially in the form of Exhibit A hereto, to be endorsed on and made a part of each Security ordered to be authenticated and delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Such signature upon the Guarantee may be a manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, the Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

  • DISCLAIMER OF GUARANTEE Nothing in this Contract and nothing in Attorneys’ statements to Client will be construed as a promise or guarantee about the outcome of Client’s matter. Attorneys make no such promises or guarantees. Attorneys’ comments about the outcome of Client’s matter are expressions of opinion only.

  • 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 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 collectibility, 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 Bank, 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 Loan Documents or specified by the Bank. The Guarantors further agree, promptly after demand, to pay to the Bank the costs and expenses incurred by the Bank in connection with enforcing the rights of the Bank 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 Guarantied Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Bank.

  • Release of Guaranties (a) Buyer shall use reasonable best efforts to cause Seller and its Affiliates (and Seller and its Affiliates shall use reasonable best efforts to cooperate fully with Buyer, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(a)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral obtained or given by Seller or any of its Affiliates relating to the Acquired Companies or the Business (each a “Seller Guarantee” or collectively, the “Seller Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Seller Guarantees shall be borne solely by Seller and its applicable Affiliate. If Buyer is unable to effect such a substitution and release with respect to any Seller Guarantee as of the Closing Date, Buyer shall indemnify Seller against any and all Losses and reasonable expenses arising from such Seller Guarantee. Without limiting the foregoing, after the Closing Date, Buyer will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Seller Guarantee. Any cash or other collateral posted by Seller or its Affiliates (including the Acquired Companies) in respect of any Seller Guarantee shall be delivered to Seller promptly following such release. (b) Seller shall use reasonable best efforts to cause the Acquired Companies and Buyer (and Buyer and its Affiliates (including the Acquired Companies following the Closing) shall use reasonable best efforts to cooperate fully with Seller, including by providing any information, officer certificates, opinions, other customary release documentation or similar documentation reasonably necessary to put in place the arrangements pursuant to this Section 9.9(b)) to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds or cash or other collateral, obtained or given by the Acquired Companies or covering any Transferred Assets, that relate to the Seller Group, the Retained Business or any other businesses of the Seller Group (each a “Business Guarantee” or collectively, the “Business Guarantees”); provided, that any costs associated with obtaining such releases or consents of such counterparties thereto or otherwise replacing such Business Guarantees shall be borne solely by Seller or its applicable Affiliate. If Seller is unable to effect such a substitution and release with respect to any Business Guarantee as of the Closing Date, Seller shall indemnify Buyer against any and all Losses and reasonable expenses arising from such Business Guarantee. Without limiting the foregoing, after the Closing Date, Seller will not, and will not permit any of its Affiliates, successors or assigns to, renew, extend, amend or supplement any Contract or otherwise extend the term of or increase any obligation that is covered by or the subject of a Business Guarantee. Any cash or other collateral posted by Buyer or its Affiliates (including the Acquired Companies following the Closing) in respect of any Business Guarantee shall be delivered to Buyer promptly following such release.

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