Guarantee by the Guarantor Sample Clauses

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Guarantee by the Guarantor. The Guarantor hereby guarantees the performance in full by Parent and Merger Sub of all of Parent’s and Merger Sub’s obligations, covenants, warranties and representations hereunder (subject to the terms, conditions and limitations set forth herein) as fully as if made by the Guarantor; and the Company or the Stockholder Representative may enforce the Guarantor’s obligations without first (A) suing Parent or Merger Sub, (B) joining Parent or Merger Sub in any suit against the Guarantor, (C) enforcing any rights and remedies against Parent or Merger Sub or (D) otherwise pursuing or asserting any claims or rights against Parent or Merger Sub or any of their respective property, in the event of a breach of Parent’s or Merger Sub’s obligations, covenants or warranties and representations. The Guarantor’s responsibility shall not be discharged, released, diminished, or impaired in whole or in part by (a) any setoff, counterclaim, defense, act or occurrence which the Guarantor may have against the Company or any of its Subsidiaries as a result or arising out of this or any other transaction, (b) the amendment, modification, waiver or alteration of this Agreement, with or without the knowledge or consent of the Guarantor, or (c) the inaccuracy of any of the representations and warranties of the Company and its Subsidiaries under the Agreement, other than in the case of fraud or intentional misrepresentation with intent to deceive. Each of the limitations, conditions and qualifications on and with respect to the obligations of the Parent and Merger Sub hereunder shall apply with equal force and effect to the obligations of the Guarantor in respect of this Guarantee. [Signature Page Follows]
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Guarantee by the Guarantor. Subject to the terms and conditions hereof, the Guarantor hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "Obligations" means any costs, expenses or liabilities of the Trust other than obligations of the Trust to pay to holders of any Preferred Securities or other similar interests in the Trust the amounts due such holders pursuant to the terms of the Preferred Securities or such other similar interests, as the case may be. This Agreement is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof.
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Guarantee by the Guarantor. 8.1 In consideration of the Purchaser agreeing to enter into this Agreement, the Guarantor hereby unconditionally and irrevocably as primary obligor guarantees to the Purchaser the due and punctual performance by the Vendor of all its obligations under this Agreement and undertakes to indemnify and keep indemnified the Purchaser against all losses, damages, costs and expenses of whatsoever nature which may be suffered or incurred by it by reason of any default on the part of the Vendor in the due and punctual performance of the said obligations. 8.2 Subject to Clause 8.3, the Guarantor shall not be discharged or released from its undertakings under this Clause by any arrangement made between the other parties or by any alteration in the obligations on the part of the Vendor or any of it under this Agreement or by time or other indulgence granted by the Purchaser. 8.3 This guarantee and undertaking shall remain in force (regardless of any change in shareholding or control of the Vendor or any of it) for so long as the Vendor has any liability or obligation under this Agreement.
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Guarantee by the Guarantor. The Guarantor undertakes, as a separate and independent primary obligation, to indemnify the Landlord against any failure by the Tenant to pay the Rent or to observe or perform any of the other obligations of the Tenant under, or any of the other provisions of, this Agreement.
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Guarantee by the Guarantor. 7.1 The obligations of the Guarantor contained in Clause 2.2.2(h) shall be in addition to and independent of every other security which Ambac may at any time hold in respect of any of the Issuer's obligations under the Finance Documents. 7.2 Any settlement or discharge given by Ambac to the Guarantor in respect of the Guarantor’s obligations under this Agreement or any other agreement reached between Ambac and the Guarantor in relation to it shall be, and be deemed always to have been, void if any act on the faith of which Ambac gave the Guarantor that settlement or discharge or entered into that agreement is subsequently avoided by or in pursuance of any provision of law. 7.3 Ambac shall not be obliged before exercising any of the rights, powers or remedies conferred upon it in respect of the guarantees granted by the Guarantor under this Agreement or by law: 7.3.1 to make any demand of the Issuer; 7.3.2 to take any action or obtain judgment in any court against the Issuer; 7.3.3 to make or file any claim or proof in a winding-up or dissolution of the Issuer; or 7.3.4 to enforce or seek to enforce any security taken in respect of any of the obligations of the Issuer under this Agreement or any other Finance Document. 7.4 The Guarantor agrees that, so long as the Issuer is under any actual or contingent payment obligations under this Agreement or any other Finance Document, the Guarantor shall not exercise any rights which it may at any time have by reason of performance by it of its obligations under this Agreement: 7.4.1 to be indemnified by the Issuer or to receive any collateral from the Issuer; and/or 7.4.2 to claim any contribution from any other guarantor of the Issuer's obligations under this Agreement or any other Finance Document; and/or 7.4.3 to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Ambac under this Agreement or any other Finance Document or of any other security taken pursuant to, or in connection with, this Agreement by Ambac.
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Guarantee by the Guarantor. 7.1 The Guarantor undertakes, as a separate and independent primary obligation, to indemnify the Landlord against any failure by the Tenant to pay the Rent or to observe or perform any of the other obligations of the Tenant under, or any of the other provisions of, this Agreement. 7.2 The liability of the Guarantor under Clause 7.1 shall continue unless or until the Tenant is released from the obligations of the Tenant under this Agreement. 7.3 The liability of the Guarantor under Clause 7.1 shall not be affected by: 7.3.1 any time or indulgence granted by the Landlord or the Management Company to the Tenant; 7.3.2 any delay or forbearance by the Landlord or the Management Company in enforcing the payment of the Rent or the observance or performance of any of the other obligations of the Tenant under this Agreement or in making any demand in respect of them; 7.3.3 the Landlord or the Management Company exercising any right or remedy against the Tenant for any failure to pay the Rent or to observe or perform any of the other obligations of the Tenant under, or any of the other provisions of, this Agreement; and/or 7.3.4 the Tenant dying or becoming incapable of managing their affairs. 7.4 The Landlord: 7.4.1 has absolute discretion as to whether the Guarantor is acceptable to the Landlord; but 7.4.2 must notify the Tenant by the later of: 7.4.2.1 the date occurring 15 days before the Commencement Date; and 7.4.2.2 the date occurring five days after the date of signing of this Agreement by the Tenant and the Guarantor as to whether or not the Guarantor is acceptable to the Landlord. 7.5 If the Landlord in accordance with Clause 7.4 of this Agreement notifies the Tenant that the Guarantor is not acceptable to the Landlord, then the Tenant may choose to pay the whole of the Rent within 28 days after such notification, in which case: 7.5.1 the Guarantor shall remain liable for all of its other obligations under Clause 7; and 7.5.2 the Landlord shall execute this Agreement or procure its execution by the Management Company as attorney for the Landlord, but if the Tenant does not pay the whole of the Rent within such 28 day period (time being of the essence) the Landlord shall have absolute direction to terminate this Agreement with immediate effect on written notice to the Tenant.
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Guarantee by the Guarantor 
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Related to Guarantee by the Guarantor

  • Waiver by the Guarantor The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other Person.

  • Waiver by the Guarantors Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

  • Guarantee by the Company Subject to the terms and conditions hereof, the Company, including in its capacity as holder of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Guarantee of Obligations (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.