Guaranty by Guarantor Sample Clauses

Guaranty by Guarantor. On the Document Closing Date, the Guarantor shall enter into the Guaranty, pursuant to which the Guarantor has absolutely and unconditionally guaranteed the obligations of Ground Lessor, Lessee and Construction Agent under the Operative Documents to the extent provided therein.

Guaranty by Guarantor. The validity of the Loan Documents and of this Guaranty, and the rights, duties, liability and obligations of Guarantor with respect thereto, shall not be extinguished, terminated, affected, impaired, diminished or modified by reason of the occurrence of any one or more of the following, whether with or without prior notice or demand to Guarantor, and whether by Lender or AFI:

Guaranty by Guarantor. This Agreement and the Continuing Guaranty executed by Guarantor in favor of Bank referenced in Section 3.1(b) hereinabove (“Guaranty”) shall be read together as one agreement. In the event that any of the terms and conditions of this Agreement with respect to Guarantor conflict with any the terms and conditions of the Guaranty, the terms and conditions of this Agreement shall govern and control such conflict.

Guaranty by Guarantor. (a) From and after the date hereof, Guarantor hereby unconditionally guarantees the due and punctual payment of the Capital Contributions by the Member in accordance with the terms of the LLC Agreement; provided, however, that Guarantor shall not be liable to make any payment until five (5) Business Days (as defined in the LLC Agreement) following receipt by Guarantor of written notice from the Payee that a payment of an amount is due thereunder. Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the LLC Agreement, any change in or amendment thereto, the absence of any action to enforce the same, any waiver or consent by the Payee with respect to any provision thereof, the recovery of any judgment against the Member or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that nothing contained herein shall be construed to be a waiver by Guarantor of demand of payment or notice to Guarantor with respect to the LLC Agreement or the Capital Contributions. Guarantor covenants that its obligations under this Section 1(a) will not be discharged except by payment in full of the Capital Contributions owing by the Member to the Payee in accordance with the terms of the LLC Agreement. (b) Guarantor shall make available to the Member such personnel as may be reasonably necessary for the Member to accomplish its duties as "manager" under and in accordance with the LLC Agreement. (c) Guarantor hereby guarantees the performance of all of the obligations of Candlewood Hotel Company, L.L.C., a Delaware limited liability company, under each of the Franchise Agreements. (d) Guarantor covenants and agrees to execute and deliver non-competition agreements with each Hotel Owner as contemplated by Section 3.3(d) of the LLC Agreement; provided, however, that Guarantor's obligation to execute and deliver any such agreement shall be subject to Guarantor and the Board reaching mutual agreement on the radius, the duration, the brands of hotel covered and any other term of such agreement. (e) Guarantor covenants and agrees that it will provide such payment, performance and completion guaranties and environmental indemnities, all in form and substance reasonably satisfactory to Candlewood, as are reasonably required by any Construction Lender in connection with any Construction Loan. ...

Guaranty by Guarantor. 23 ARTICLE III

Guaranty by Guarantor. Pledge of 50% of Guarantor's stock held by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ after merger, related agreements

Guaranty by Guarantor. TABLE OF EXHIBITS Exhibit A Noncompetition, Nonsolicitation and Confidentiality Agreement Exhibit B Consulting Agreement Exhibit C Promissory Note Exhibit D Facility Lease Exhibit E Seller Opinion Exhibit F Purchaser Opinion SCHEDULES Schedule 1.1.1 Fixed Assets Schedule 1.1.2 Contracts Schedule 1.2 Excluded Assets Schedule 2.1 Assumed Liabilities Schedule 5.1 Real Property Schedule 7.5 Status of Contracts Schedule 7.6 Intellectual Property Schedule 7.7 Insurance Requirements Schedule 7.8 Environmental Matters Schedule 7.9 Litigation Matters Schedule 7.11 Employees and Labor Matters Schedule 7.12 Permits and Licenses Schedule 7.13 Tax Matters Schedule 7.15 Security Interests and Encumbrances Schedule 13.3 Employees Providing Services to Seller CROSS REFERENCES TO DEFINED TERMS

Guaranty by Guarantor. Guarantor hereby unconditionally guarantees, as a primary obligor, the obligations of Buyer under this Agreement.

Guaranty by Guarantor. Guarantor hereby absolutely and unconditionally guarantees to the Buyer the prompt payment or performance when due, of all of the Seller’s agreements, undertakings and other obligations under this Agreement (collectively, “Obligations”), to the same extent as the Seller has such liability (collectively the “Guaranteed Obligations”). If all or any part of the Guaranteed Obligations shall not be punctually paid or performed by the Seller as and when the same become due in accordance with this Agreement, the Buyer shall provide notice to the Guarantor of such failure, with such notice providing reasonable details regarding the Guaranteed Obligations unfulfilled by the Seller and for which payment or performance is being sought from the Guarantor hereunder. Such demand(s) may be made after the time for payment or performance of all or part of the Guaranteed Obligations is due, but not punctually paid or performed by the Seller, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. All payments made hereunder shall be made without reduction, whether by offset, payment in escrow, or otherwise, except in all cases to the extent of any and all defenses to payment or performance or offset rights which may be available to the Seller.