Liability of Guarantor a. TxDOT may enforce this Guaranty upon the occurrence of a breach by DB Contractor of any of the Guaranteed Obligations, notwithstanding the existence of any dispute between TxDOT and DB Contractor with respect to the existence of such a breach.
b. Guarantor’s performance of some, but not all, of the Guaranteed Obligations will in no way limit, affect, modify or abridge Guarantor’s liability for those Guaranteed Obligations that have not been performed.
c. TxDOT, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) with respect to the financial obligations of DB Contractor, if and as permitted by the DBC, renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of financial obligations that are Guaranteed Obligations, and/or subordinate the payment of the same to the payment of any other obligations, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto, (iii) request and accept other guarantees of the Guaranteed Obligations and take and hold security for the payment and performance of this Guaranty or the Guaranteed Obligations, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for performance of the Guaranteed Obligations, any other guarantees of the Guaranteed Obligations, or any other obligation of any Person with respect to the Guaranteed Obligations, (v) enforce and apply any security hereafter held by or for the benefit of TxDOT in respect of this Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that TxDOT may have against any such security, as TxDOT in its sole discretion may determine, and (vi) exercise any other rights available to it under the Contract Documents.
d. This Guaranty and the obligations of Guarantor hereunder will be valid and enforceable and will not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than indefeasible performance in full of the Guaranteed Obligations), including...
Liability of Guarantor. The Guarantor, in executing this Agreement, covenants with the Manager, and Owner that the Guarantor is and shall be jointly and severally bound and liable with the Resident for the payment of all amounts payable by the Resident under this Agreement and for all obligations of the Resident under this Agreement. In enforcing its rights hereunder, each of the Manager, the Institution and the Owner may proceed against the Guarantor as though the Guarantor were the Resident named in the Agreement. Neither the Manager, the Institution or the Owner is bound to exhaust its remedies against the Resident before making a demand on or pursuing its remedies against the Guarantor.
Liability of Guarantor. The liability of Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows:
(i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s exercise or enforcement of any remedy it may have against Borrower or any other Person, or against any Collateral;
(ii) this Guaranty is a guaranty of payment when due and not merely of collectibility;
(iii) Lender may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Lender and Borrower with respect to the existence of such Event of Default;
(iv) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
(v) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, any of the following events:
(A) any state or federal bankruptcy or other insolvency proceeding (an “Insolvency Proceeding”) with respect to Borrower, Guarantor, any other guarantor or any other Person;
(B) any limitation, discharge, or cessation of the liability of Borrower, Guarantor, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents;
(C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person;
(D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty or the other Loan Documents, including Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender...
Liability of Guarantor. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
Liability of Guarantor. If the Grantor has entered into this document to secure financial accommodation provided to some other person, the Grantor will be considered to be a principal debtor for the Secured Money.
Liability of Guarantor. The undersigned Xxxxxxxxx, who is signing the Guaranty attached to this Agreement and incorporated herein by reference, shall be jointly and severally liable for the Individual’s full and faithful performance of the terms and conditions of this Agreement.
Liability of Guarantor. 44 13.3 Expenses. .....................................................................................................................45 ARTICLE
Liability of Guarantor. 10.1 The liability of each of the Guarantors under this Guarantee and Undertaking shall not be impaired, affected, reduced or discharged by reason of:
(a) subject to any requirements in the Share Purchase Agreement, the absence of any demand or claim made by any third party for payment in respect of the Obligations;
(b) any amendment, variation, supplement or novation, to the Definitive Agreements, or any other security, guarantee, indemnity, lien, power, right or remedy available to Valspar;
(c) any permitted assignment by Valspar of its rights; or
(d) any defect, irregularity or deficiency in the execution of or any provision of the Definitive Agreements, or the obligations of any party thereunder (except the obligation of the Guarantors pursuant to this Guarantee and Undertaking) being or becoming terminated, invalid, illegal or unenforceable at any time and/or for any reason.
Liability of Guarantor. Guarantor further agrees that its liability under this Agreement shall be primary and unconditional, shall not be subject to any offset, defense or counterclaim of Lessee, and that in any right of action which shall accrue to Lessor under the Lease, Lessor may, at its option, proceed against Guarantor without having commenced any action, or having obtained any judgment, against Lessee.
Liability of Guarantor. Guarantor shall be liable as follows:
