Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.
Enforcement of Guarantee. The Guarantor and the GUARANTEE Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the GUARANTEE Trustee to be held for the benefit of the Holders; (ii) the GUARANTEE Trustee has the right to enforce this GUARANTEE Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this GUARANTEE Agreement including the giving of directions to the GUARANTEE Trustee, or exercising any trust or other power conferred upon the GUARANTEE Trustee under this GUARANTEE Agreement, and (iv) if the GUARANTEE Trustee fails to enforce this GUARANTEE Agreement, any Holder of Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce its rights under this GUARANTEE Agreement, without first instituting a legal proceeding against the Issuer, the GUARANTEE Trustee, or any other Person.
Enforcement of Guarantee. Without limiting any other provision of this Subordinated Guarantee, in no event shall any Payee have any obligation to proceed against JHVLICO or any other person or property before seeking satisfaction from the Guarantor. Any Payee may enforce the Subordinated Guarantee directly against the Guarantor, subject to no preconditions other than failure by JHVLICO to pay when due any guaranteed amount.
Enforcement of Guarantee. The Guarantor agrees that the Trustee or any Holder (but subject always to the provisions of Section 15 hereof) need not seek or exhaust their recourse against the Corporation or any other Person in respect of the Guaranteed Obligations before being entitled to payment under this Subordinated Guarantee.
Enforcement of Guarantee. (a) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, acting on behalf of each Holder, may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as the Collateral Agent, acting on behalf of the Holders, may have against the Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent, acting on behalf of the Holders, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Secured Parties against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.
Enforcement of Guarantee. The obligations of the Guarantors under this Guarantee shall be enforceable by the Agent upon demand by the Agent for payment of the Obligations from the Borrower made when any of such Obligations are in default, without the necessity of any action or recourse whatsoever against the Borrower or any other guarantor. The remedies provided in this Guarantee are cumulative and not exclusive of any remedies provided by law, the Loan Documents, the Operating Loan Documents, the Lender Swap Agreements or otherwise.
Enforcement of Guarantee. 6.1 Party A can directly ask Party B to pay the loan principal and interest and relevant expenses which the Debtor fails to repay according to the principal agreement, and Party A is entitled to claim for the amount due, and to deduct the payable amount in the accounts Party B opened with Party A or any branches of Party A without Party B’s permission.
6.2 In case the debt is guaranteed by both the personal guarantee and guarantee in rem, then if the debtor fails to repay the debt due or the circumstance where the guarantee shall be enforced as agreed by the parties happens, Party A is entitled to choose guarantee in rem as the way to perform the guarantee (as to the debt with both the personal guarantee and guarantee in rem) or require Party B to assume the guaranty liability.
6.3 Party A is entitled to ask Party B to assume the guarantee liability beforehand by written notification in case of any circumstance as follows:
a. The Principal Agreement shall be canceled upon conditions stipulated by the law or terms and conditions;
b. The debt under the Principal Agreement can not be liquidated or liquidated in whole when other situations agreed by the parties in the Principal Agreement for the early repayment of the debt happen.
6.4 Other guarantors (and/or Party B) undertake to assume their guarantee liabilities even after the Creditor waives the guarantee rights or the priority of the guarantee in rem or changes the guarantee in rem.
Enforcement of Guarantee. Without limiting any other provision of this Subordinated Guarantee, in no event shall any Payee have any obligation to proceed against Sun Life N.Y. or any other person or property before seeking satisfaction from the Guarantor. Any Payee may enforce the Subordinated Guarantee directly against the Guarantor, subject to no preconditions other than failure by Sun Life N.Y. to pay when due any guaranteed amount.
Enforcement of Guarantee. The Undersigned acknowledges it bears joint and several financial and legal liabilities for all the debts owed by the Facility Applicant which fall within the coverage of guarantee stated in Clause 2. Should the Facility Applicant fails to repay on time the principal and interest of all the Loans and advances paid by the Bank and other relevant expenses pursuant to the Credit Facility Agreement and/or the respective specific contracts, or any of the breach of contract prescribed in the Credit Facility Agreement and/or the respective specific contracts occurs, the Bank shall be entitled to make claims against the Undersigned directly without first making claims or initiating proceedings against the Facility Applicant. Notwithstanding that mortgage or pledge is created for securing due payment of all the debts owed by the Facility Applicant under the Credit Facility Agreement, the Bank may, at its option, make claims for such debts against the Undersigned directly without first disposing of the security or the collateral. Any notice of claim issued by the Bank shall be conclusive and the Undersigned shall not raise any objection thereto. The Undersigned agrees to make full payment of all the debts owed by the Facility Applicant under the Credit Facility Agreement within five days after receipt of a notice of claim in writing from the Bank without production of any proof and other documents by the Bank.
Enforcement of Guarantee. 3.1 In accordance with the PSC, if
(i) the Contractor has failed to perform all or any part of its obligations under the PSC other than those obligations referred to in Sections 4.3, 4.4 and 4.5 of the PSC; or
(ii) an order is made or an effective resolution in passed for the winding up of [Name of Company requiring Guarantee] the Beneficiary shall
(a) notify [Name of Company requiring Guarantee] and Guarantor in writing of Contractor’s non-compliance and the details thereof; and
(b) allow the Contractor sixty (60) days from the date of such notice at (i) above, to perform its requisite obligations and correct its non-compliance, failing which [the Guarantee sum, /the amount corresponding to the proportionate share of the aggregate amount of which the Contractor is in default under the PSC,] shall be available for payment within five (5) working days after presentation by the Beneficiary to [Name of Company requiring Guarantee] of a Letter of Guarantee and a written demand signed by the Beneficiary, which set forth:
(i) the amount claimed by the Beneficiary and certifying that the amount claimed represents the amount due and owing by [Name of Company requiring Guarantee and/or Name of Carried Company] with respect to its….% interest share, as Contractor under the PSC, for obligations other than those referred to in Sections 4.3, 4.4 and 4.5 of the PSC, that the Contractor failed to perform;
(ii) Details of Contractor’s non-compliance and failure to perform its requisite obligations and/or correct its non-compliance;
(i) [Name of Company requiring Guarantee and/or Name of Carried Company] has been notified in writing by the Beneficiary, by registered letter or courier (a copy of which is attached to the Beneficiary’s written demand) that a drawing is being made against this irrevocable Letter of Guarantee.
3.2 Payment of the Guarantee sum in accordance with Section 3.1 above, shall be in full satisfaction of all claims by the Beneficiary concerning work to be performed by [Name of Company requiring Guarantee and/or Name of Carried Company], in respect of obligations under the PSC other than those obligations referred to in Sections 4.3, 4.4 and 4.5 of the PSC for [Number of Year/Year/Period]
3.3 All sums due and payable by the Guarantor under this Letter of Guarantee shall be made in full without set-off or counterclaim and free and clear of and without deduction for or on account of any future or present taxes, levies, imposts, duties, charges, fees, deduc...
