Absolute Guaranty Clause Samples

Absolute Guaranty. The Guaranty Obligations are the immediate, direct, primary, and absolute obligations of Guarantor, shall not be subject to any condition precedent, and are independent of and not co-extensive with the Liabilities. The Guaranty Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, or be deemed to be satisfied by, nor shall Guarantor or the Collateral be exonerated, discharged, or released by, any of the following events: (a) Lender's exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Liabilities or any power, right, or remedy with respect to any of the Liabilities, the Collateral, or the Guaranty Obligations, including: (i) any action or inaction of Lender to perfect, protect, or enforce any security interest in any Collateral; (ii) any impairment or invalidity of the Collateral or any suspension of Lender's right to enforce against Borrower any Liabilities, any Guaranty Obligations, or any security interest in or Lien upon the Collateral; or (iii) any change in the time, manner, or place of payment of, or in any other term of, any or all of the Liabilities or the Guaranty Obligations, or any other amendment to or waiver of the Loan Agreement, any other Loan Document, or any other agreement or instrument governing or evidencing any of the Liabilities or the Guaranty Obligations; (b) insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets, liquidation, winding-up, or dissolution of Borrower or Guarantor; (c) any limitation, discharge, cessation, or partial satisfaction of the Liabilities or any Guaranty Obligations, whether by operation of any statute, regulation, or rule of law, or otherwise, regardless of the intervention or omission of Lender, or any invalidity, voidability, unenforceability, or irregularity, or future change to or amendment of, in whole or in part, the Loan Agreement, this Agreement, any other Loan Document, or any other document evidencing any Liabilities; (d) any merger, acquisition, consolidation or change in structure of Borrower or Guarantor; or any sale, lease, transfer, or other disposition of any or all of the assets of Borrower or Guarantor; (e) any assignment or other transfer, in whole or in part, of Lender's interest in and rights under the Loan Agreement or ...

Absolute Guaranty. The Guarantor unconditionally, absolutely, and irrevocably guarantees, for the ratable benefit of Lenders and for the ratable benefit of each and every present and future holder or holders of the Notes (all herein called the "Lender"), the full and prompt payment to the Lender at maturity (whether at the stated maturities thereof, or by acceleration or otherwise) of the present or future indebtedness of the Borrower evidenced by the Loan Agreement and the Notes, together with all other present or future obligations and liabilities of the Borrower under and pursuant to the Loan Documents as the same or any thereof may from time to time be amended, restated and modified (all of which indebtedness, obligations and liabilities being herein called the "Indebtedness Hereby Guaranteed") and the full and prompt performance and observance by the Borrower of all of the warranties, covenants and agreements provided by the Loan Documents to be performed and observed by the Borrower (herein called the "Obligations"); and to this end the Guarantor covenants and agrees to take all such actions necessary to enable the Borrower to observe and perform and to refrain from taking any action which would prevent the Borrower from observing and performing each and every Obligation.

Absolute Guaranty. Each Guarantor absolutely, unconditionally and irrevocably guaranties to Administrative Agent and the Lenders the full payment of the Indebtedness (as hereinafter defined), and unconditionally agrees to pay to Administrative Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of payment, not of collection. If Borrowers default in the payment when due of the Indebtedness or any part of it, each Guarantor will in lawful money of the United States pay to Administrative Agent and the Lenders, on demand, all sums due and owing on the Indebtedness, including all interest, charges, fees and other sums, costs and expenses.

Absolute Guaranty. The Guarantor’s obligations hereunder shall not be affected by the genuineness, validity or enforceability of the Obligations or any instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might vary the risk of the Guarantor or otherwise constitute a defense to this Guaranty. Further, the Guarantor shall not be discharged, nor shall its liability be affected, by any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Counterparty makes no representation or warranty in respect of any such circumstance and has no duty or responsibility whatsoever to the Guarantor in respect of the management and maintenance of the Obligations or any collateral therefor. The Counterparty shall not be obligated to file any claim relating to the Obligations in the event that Mizuho Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Counterparty so to file shall not affect the Guarantor’s obligations hereunder. This Guaranty constitutes a guaranty of payment when due and not of collection. In the event that any payment by Mizuho Obligor or the Guarantor in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect of such Obligations as if such payment had not been made.

Absolute Guaranty. Guarantor's liabilities and obligations under this Guaranty shall be absolute and unconditional irrespective of, shall not be released, impaired, limited, reduced, conditioned upon or otherwise affected by and shall continue in full force and effect notwithstanding the occurrence of any event (other than an event consisting of payment and performance of such liabilities and obligations as provided in paragraph 3 hereof) at any time or from time to time, including, without limitation, any one or more of the following events specified in clauses (a) through (o) of this paragraph 4 below, and neither Agent nor any Lender shall be obligated or required to take or to refrain from taking any of such actions or inactions specified below and shall not have any liability, obligation or duty whatsoever with respect to such actions or inactions, it being acknowledged and agreed by Guarantor that all of such liabilities, obligations and duties (if any) of Agent or any Lender otherwise existing and all rights and remedies (if any) of Guarantor with respect thereto (whether such liabilities, obligations, duties, rights or remedies exist by virtue of agreement, common law, equity, statute or otherwise), and each and every defense which, under principles of guaranty or suretyship law, would otherwise operate to eliminate, impair, condition or restrict the liabilities and obligations of Guarantor for the Guaranteed Obligations, are hereby expressly waived by Guarantor: (a) The taking or accepting of any security or other guaranty for any or all of the Guaranteed Obligations, whether heretofore, concurrently herewith or hereafter;

Absolute Guaranty. The obligations of each Guarantor under this Guaranty are joint and several and are absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, without limitation, (i) any action or inaction by a Holder or any other circumstance contemplated in Section 3; or (ii) the existence of any other guaranties of the Guaranteed Debt, whether or not such other guaranties have been acted upon in any way.

Absolute Guaranty. API’s obligations hereunder shall not be affected by (a) the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument evidencing the Guaranteed Obligations (b) the existence, legality, validity, enforceability (including as a result of a bankruptcy, reorganization or similar proceeding), perfection, or extent of any collateral therefor, (c) any change in the corporate existence or structure of any other Borrower, (d) any claims or set-offs that API may have, (e) any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations or the rights of any Bank with respect thereto or (f) any other circumstance relating to the Guaranteed Obligations or the Borrowers (other than API) which might otherwise constitute a defense available to any surety or guarantor or to this Guaranty. The Banks make no representation or warranty in respect of any such circumstance and have no duty or responsibility whatsoever to API with respect to the management or maintenance of the Guaranteed Obligations or any collateral therefor. The Banks shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that a Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Banks so to file shall not affect API’s obligations hereunder. In the event that any payment to the Banks in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, API shall remain liable hereunder in respect of such Guaranteed Obligation as if such payment had not been made.

Absolute Guaranty. The Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of any lack of validity, regularity or enforceability of any Transaction Document or any of the transactions contemplated hereby or thereby, the absence of any action to enforce the same, any waiver or consent by any party with respect to any provisions hereof or thereof, the recovery of any judgment against any Primary Obligor, any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor waives (i) the right to interpose counterclaims or setoffs of any kind and description in any litigation arising under any Transaction Document, (ii) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Primary Obligor and (iii) any right to require a proceeding first against any Primary Obligor, protest, notice and all demands whatsoever. The Guarantor covenants that this Guaranty shall not be discharged except by complete performance of the obligations contained in each Transaction Document. The Guarantor acknowledges that this Guaranty is a guarantee of payment and not of collection.

Absolute Guaranty. Except as explicitly provided herein, this Guaranty is absolute and unconditional and the obligations hereunder shall be primary and not secondary obligations. The liability hereunder of Guarantor shall not be affected or limited in any way by the absence of any attempt to collect or enforce the Guaranteed Obligations against Buyer, any other guarantor, any other person, or any assets of Buyer or any other person.