DBR Guaranty. (a) DBR hereby irrevocably and unconditionally guarantees to the Company the prompt and full discharge by Member of all of Member’s covenants, agreements, obligations and liabilities under this Agreement including the due and punctual payment of all amounts which are or may become due and payable by Member hereunder, when and as the same shall become due and payable (collectively, the “Member Obligations”), in accordance with the terms hereof. DBR acknowledges and agrees that, with respect to all Member Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Member. If Member shall default in the due and punctual performance of any Member Obligation, including the full and timely payment of any amount due and payable pursuant to any Member Obligation, DBR will forthwith perform or cause to be performed such Member Obligations and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. (b) The liabilities and obligations of DBR pursuant to this Agreement are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any acceleration, extension, renewal, settlement, compromise, waiver or release in respect of any Member Obligation by operation of law or otherwise; (ii) the invalidity or unenforceability, in whole or in part, of this Agreement; (iii) any modification or amendment of or supplement to this Agreement; (iv) any change in the corporate existence, structure or ownership of the Company, Member or DBR or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or (v) any other act, omission to act, delay of any kind by any party hereto or any other Person, or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of the obligations of DBR hereunder. (c) DBR hereby waives any right, whether legal or equitable, statutory or non-statutory, to require Member or the Company to proceed against or take any action against or pursue any remedy with respect to Member, the Company or any other Person or make presentment or demand for performance or give any notice of nonperformance before Member or the Company may enforce its rights hereunder against DBR. (d) DBR’s obligations hereunder shall remain in full force and effect until the Member Obligations shall have been performed in full. If at any time any performance by any Person of any Member Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Member or otherwise, DBR’s obligations hereunder with respect to such Member Obligation shall be reinstated at such time as though such Member Obligation had become due and had not been performed.
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Sources: Joint Venture Agreement (Constellation Brands, Inc.)
DBR Guaranty. (a) DBR hereby irrevocably and unconditionally guarantees to the Company the prompt and full discharge by Member of all of Member’s covenants, agreements, obligations and liabilities under this Agreement including the due and punctual payment of all amounts which are or may become due and payable by Member hereunder, when and as the same shall become due and payable (collectively, the “Member Obligations”), in accordance with the terms hereof. DBR acknowledges and agrees that, with respect to all Member Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against Member. If Member shall default in the due and punctual performance of any Member Obligation, including the full and timely payment of any amount due and payable pursuant to any Member Obligation, DBR will forthwith perform or cause to be performed such Member Obligations and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense.
(b) The liabilities and obligations of DBR pursuant to this Agreement are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) any acceleration, extension, renewal, settlement, compromise, waiver or release in respect of any Member Obligation by operation of law or otherwise;
(ii) the invalidity or unenforceability, in whole or in part, of this Agreement;
(iii) any modification or amendment of or supplement to this Agreement;
(iv) any change in the corporate existence, structure or ownership of the Company, Member or DBR or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or
(v) any other act, omission to act, delay of any kind by any party hereto or any other Person, or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of the obligations of DBR hereunder.
(c) DBR hereby waives any right, whether legal or equitable, statutory or non-statutory, to require Member or the Company to proceed against or take any action against or pursue any remedy with respect to Member, the Company or any other Person or make presentment or demand for performance or give any notice of nonperformance before Member or the Company may enforce its rights hereunder against DBR.
(d) DBR’s obligations hereunder shall remain in full force and effect until the Member Obligations shall have been performed in full. If at any time any performance by any Person of any Member Obligation is rescinded or must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of Member or otherwise, DBR’s obligations hereunder with respect to such Member Obligation shall be reinstated at such time as though such Member Obligation had become due and had not been performed.. [Signature Page Follows]
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