Guaranteed Entities definition
Examples of Guaranteed Entities in a sentence
The Guarantor hereby agrees to refrain from exercising any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which the Guarantor may now or hereafter have against any of the Guaranteed Entities arising out of the existence or performance of this Guarantee for so long as any matured Obligation is outstanding and has not been indefeasibly satisfied and discharged in full.
If for any reason whatsoever any of the Guaranteed Entities shall fail or be unable to perform or comply with any of the Obligations, the Guarantor will promptly upon receipt of notice thereof from the Company pay or cause to be paid in lawful money of the United States the unpaid Obligations then due and payable (in the amounts and to the extent required of such Guaranteed Entity under the Asset Purchase Agreement).
Except for any demand and notice required hereby or by the terms of the Asset Purchase Agreement, the Guarantor hereby waives and agrees not to assert or take advantage of any defenses based upon diligence, protest, notice of discharge, notice of acceptance of this Agreement, indulgences, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any of the Guaranteed Entities, and all other notices and demands whatsoever.
The rights and obligations of the Guaranteed Entities arising out of the present Agreement shall not be assignable to a third party other than a Guaranteed Entity, even if that third party undertakes to act in the name and on behalf of a Guaranteed Entity.
The Guarantor hereby waives and agrees not to assert or take advantage of any rights or defenses based upon any right of offset or claimed offset by the Guarantor against any obligation now or hereafter owed to the Guarantor by any of the Guaranteed Entities, any of the Beneficiaries, or any of the CPRE Entities.
The Guarantee granted by each of the States is therefore not limited to the Guaranteed Entities established on its own territory but shall also apply for Guaranteed Entities established outside its territory.
All the Guaranteed Obligations of the Guaranteed Entities shall be severally, but not jointly, guaranteed by the States.
The States not wishing to terminate the Guarantee may nonetheless decide to maintain their Guarantee for all or some of the Guaranteed Entities or Guaranteed Obligations.
The Guarantor’s obligations hereunder shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any of the Guaranteed Entities, or by any defense which any of the Guaranteed Entities may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.
The obligations of the Guarantor under this Undertaking are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Undertaking, irrespective of whether any action is brought against the Guaranteed Entities or whether the Guaranteed Entities are joined in any such action or actions.