Guaranty Absolute, Irrevocable and Unconditional Clause Samples

Guaranty Absolute, Irrevocable and Unconditional. 4 Section 3.1 Scope and Extent of the Guaranty 4 Section 3.2 No Right to Terminate 4 Section 3.3 No Conditions Precedent 6 Section 3.4 Guarantor Defenses 6 ARTICLE 4 Reinstatement 6 ARTICLE 5 Interest 7 ARTICLE 6 Unenforceability of Obligations Against StadCo 7 ARTICLE 7 Waiver 7 ARTICLE 8 Subrogation 8
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Guaranty Absolute, Irrevocable and Unconditional. 3.1 The obligations of Guarantor under this Guaranty are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Lease and Development Agreement or any other agreement or instrument, the insolvency, bankruptcy, reorganization, dissolution or liquidation of Tenant or any change in ownership of Tenant or any assignment by Tenant or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Guarantor hereby expressly waives all setoffs and counterclaims it may have against Landlord arising under any agreements or other instruments. This Guaranty is an unlimited and continuing guarantee of payment and performance of the Guaranteed Obligations and is applicable to the Lease and Development Agreement and all amendments, changes, modifications and extensions thereof as the parties thereto may from time to time agree upon. It is part of Guarantor’s agreement herein that Tenant and Landlord may deal freely and directly with each other without notice to or consent of Guarantor and may enter into such amendments, changes, modifications and extensions to Tenant’s covenants, duties and obligations under the Lease and Development Agreement as the parties thereto may agree upon and deal with all related matters without diminishing or discharging to any extent Guarantor’s liability hereunder. Guarantor hereby waives all notice to which Guarantor might otherwise be entitled by law in order that the guarantee herein should continue in full force and effect, including, without limiting the generality of the foregoing, notice of any change, modification or extension of the Lease and Development Agreement or notice of any default of Tenant in performance or payment thereunder. 3.2 Without limiting the foregoing, the obligations of Guarantor hereunder shall not be affected, modified or impaired, and Guarantor shall have no right to terminate this Guaranty or to be released, relieved or discharged, in whole or in part, from its payment or performance obligations referred to in this Guaranty by reason of any of the following: (a) any amendment, supplement or modification to, settlement, release, waiver or termination of, consent to or departure from, or failure to exercise any right, remedy, power or privilege under or in respect of the Lease and Development Agreement, the Guaranteed Obligations, or any other agreement or instrument re...
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Related to Guaranty Absolute, Irrevocable and Unconditional

  • Liability unconditional The rights, remedies and powers vested in the Mortgagee under this Deed shall not be affected nor shall this Deed be discharged or reduced by reason of: 5.5.1 the Incapacity or any change in the name, style or constitution of the Owner or any other person liable; 5.5.2 the Mortgagee granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of the Owner or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Owner or any other person liable; or 5.5.3 any act or omission which would not have discharged or affected the security constituted by the Charterer under this Deed had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate such security.

  • Obligations Unconditional The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Swap Contract or Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Swap Contract or Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Swap Contract or any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.