Guarantee Absolute Clause Samples
A Guarantee Absolute clause establishes an unconditional obligation by the guarantor to fulfill the guaranteed obligations, regardless of any defenses or circumstances affecting the primary obligor. In practice, this means the guarantor must pay or perform as required even if the underlying contract is invalidated, the principal debtor defaults, or other parties are released from liability. This clause ensures the beneficiary has a reliable and enforceable right to performance or payment, thereby minimizing risk and providing certainty in the event of default.
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Guarantee Absolute. The Guarantor agrees that the guarantee contained in this Subordinated Guarantee is a guarantee of payment and that the Guarantor’s obligation to pay the Guaranteed Obligations hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(a) any extension of the time or times for the payment of the Guaranteed Obligations, renewal, settlement, compromise, waiver, indulgence or release granted to the Corporation by the Holders or the Trustee in respect of any obligation of the Corporation under the Indenture or any Debenture, by operation of law or otherwise;
(b) any modification or amendment of or supplement to the Indenture or any Debenture;
(c) any change in the corporate existence, structure or ownership of the Corporation, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Corporation or its assets or any resulting release or discharge of any obligation of the Corporation contained in the Indenture or any Debenture;
(d) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against the Corporation, the Trustee, any Holder or any other Person, whether in connection herewith or any unrelated transactions;
(e) any invalidity, illegality, irregularity or unenforceability for any reason of the Indenture or any Debenture or in any part thereof as regards the Corporation, or any provision of applicable law or regulation purporting to prohibit the payment by the Corporation of the principal, premium, if any, interest or redemption price, if any, on any Debenture or any other amount payable by the Corporation under the Indenture;
(f) any other act or omission to act or delay of any kind by the Corporation, the Trustee, any Holder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Guarantor’s obligations hereunder;
(g) any contest by the Corporation or any Person as to the amount of the Guaranteed Obligations;
(h) the failure to enforce the provisions of any Debenture or the Indenture; or
(i) the recovery of any judgment against the Corporation or any action to enforce the same.
Guarantee Absolute. The liability of Wells Fargo under this Guarantee shall be absolute and uncondi▇▇▇▇▇l irrespective of: (i) any change in the time, manner of place of performance of, or in any other term of, the Servicer's Obligation; (ii) the avoidance or subordination of any Servicer's Obligation, or the invalidity or unenforceability thereof; (iii) the waiver, consent, extension, forbearance or granting of any indulgence, or other modification or amendment to any obligation of Servicer under the Servicing Agreement; including without limitation the Servicer's Obligation; (iv) the disallowance under bankruptcy or similar laws relating to insolvency applicable to Servicer of all or any portion of any claim by the Trustee or certificate holders for the performance, satisfaction, and discharge of the Servicer's Obligation; or (v) any other circumstance that might otherwise constitute a defense to, or a discharge of the Servicer's Obligation (except for an express written release or discharge of Servicer by the Trustee), all of the foregoing being expressly waived by Wells Fargo as defenses to its obligations under this Guarante▇.
Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Debt Securities with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity, enforceability or genuineness of any provision of the Indenture, the Debt Securities or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; or
(iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a guarantor.
Guarantee Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid strictly in accordance with the terms of this Agreement and the Swap Agreements to which any Secured Party is a party. The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor.
Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Original Indenture and this Twenty-Fourth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes or the Trustee with respect thereto. The liability of each Subsidiary Guarantor under its Guarantee shall be absolute and unconditional irrespective of:
(a) any lack of validity, enforceability or genuineness of any provision of the Original Indenture or this Twenty-Fourth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Original Indenture or this Twenty-Fourth Supplemental Indenture;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations;
(d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions of the Original Indenture or this Twenty-Fourth Supplemental Indenture; or
(e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or a Subsidiary Guarantor.
Guarantee Absolute. Each Guarantor guarantees that the Series 5 Share Obligations will be paid strictly in accordance with the terms of the Series 5 Shares and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of:
(a) any sale, transfer or assignment by any Holder of any Series 5 Shares or any right, title, benefit or interest of such Holder therein or thereto;
(b) any amendment or change in or to, or any waiver of, any of the terms of the Series 5 Shares;
(c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor;
(d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation;
(e) any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Series 5 Shares to be performed or observed by the Corporation;
(f) the extension of time for the payment by the Corporation of all or any portion of the Series 5 Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 5 Shares;
(g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 5 Shares, or any action on the part of the Corporation granting indulgence or extension of any kind;
(h) subject to Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation or a Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Corporation, a Guarantor or any of the assets of the Corporation or a Guarantor;
(i) any circumstance,...
Guarantee Absolute. The Company guarantees that the Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Agent with respect thereto. The liability of the Company under this guarantee shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from this Agreement;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or
(d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Company, any Borrower or a guarantor. This guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any of the Lenders or the Agent upon the insolvency, bankruptcy or reorganization of the Company or any Borrower or otherwise, all as though such payment had not been made.
Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Credit Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of JPMCB, as Administrative Agent, or the Lenders with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:
(a) any lack of validity, enforceability or genuineness of any provision of the Credit Agreement or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; or
(d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Altria or a guarantor.
Guarantee Absolute. To the fullest extent permitted by applicable Law, all rights of the Administrative Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement.
Guarantee Absolute. The obligations of the Partnership hereunder are independent of the obligations of the Issuer under the Senior Notes and this Indenture and a separate action or actions may be brought and prosecuted against the Partnership whether or not an action or proceeding is brought against the Issuer and whether or not the Issuer is joined in any such action or proceeding. The liability of the Partnership hereunder is irrevocable, absolute and unconditional and (to the extent permitted by law) the liability and obligations of the Partnership hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by:
(a) any defect or lack of validity or enforceability in respect of any indebtedness or other obligation of the Issuer or any other Person under this Indenture or the Senior Notes, or any agreement or instrument relating to any of the foregoing;
(b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Trustee or the Holders may extend to, or make with, the Issuer, the Partnership or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Indenture Obligations, or any other amendment or waiver of, or any consent to or departure from, this Indenture or the Senior Notes, including any increase or decrease in the Indenture Obligations;
(c) the taking of security from the Issuer, the Partnership or any other Person, and the release, discharge or alteration of, or other dealing with, such security;
(d) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Indenture Obligations and the obligations of the Partnership hereunder;
(e) the abstention from taking security from the Issuer, the Partnership or any other Person or from perfecting, continuing to keep perfected or taking advantage of any Lien of the Senior Note Mortgage;
(f) any loss, diminution of value or lack of enforceability of any Senior Note received from the Issuer, the Partnership or any other Person, and including any other guarantees received by the Trustee;
(g) any other dealings with the Issuer, the Partnership or any other Person, or with any Senior Note;
(h) the Trustee's or the Holder's acceptance of compositions from t...