Common use of Guaranty of Payment Absolute and Unconditional; Waivers Clause in Contracts

Guaranty of Payment Absolute and Unconditional; Waivers. This guaranty is a guaranty of payment and is absolute. Seller agrees that S▇▇▇▇▇’s liability hereunder shall be immediate and the Buyer need not attempt to collect any obligations from the MIPA Seller or any other Person or to realize upon any collateral to enforce the obligations hereunder. Seller guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this guaranty and the MIPA, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Buyer with respect thereto. The obligations of Seller under this guaranty are independent of the obligation MIPA Seller, and a separate action or actions may be brought and prosecuted against the MIPA Seller or any other guarantors, or the MIPA Seller or any other guarantor may be joined in any such action or actions. The liability of Seller under this guaranty constitutes a primary obligation and not a contract of surety, and to the extent permitted by law, shall be irrevocable, continuing, absolute, and unconditional. Seller hereby irrevocably waives, to the fullest extent permitted by applicable law, any defenses it may now or hereafter have in any way relating to any or all of the following: (i) Any lack of validity or enforceability of the Guaranteed Obligations or any agreement or instrument relating thereto. (ii) Any change in the time, manner, or place of payment of, or in any other term of any of the Guaranteed Obligations, or any other amendment or waiver of, or any consent to depart from, the agreements entered into by the parties, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the MIPA Seller or otherwise. (iii) any taking, release, or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations. (iv) Promptness, diligence, notice of acceptance, and any other notice with respect to any of the Guaranteed Obligations and this guaranty, and any requirement that the Buyer exhausts any right or take any action against the MIPA Seller, any other person or entity or any collateral. Seller acknowledges that it will receive direct and indirect benefits from the arrangements contemplated herein and that the waiver set forth in this Section 11 is knowingly made in contemplation of such benefits. (v) Seller hereby unconditionally and irrevocably waives any right to revoke this guaranty and acknowledges that this guaranty is continuing in nature and applies to all presently existing and future Guaranteed Obligations. (vi) Any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Guaranteed Obligations or any existence of or reliance on any representation by the Buyer that might vary the risk of Seller or otherwise operate as a defense available to, or a legal or equitable discharge of, the MIPA Seller or any other guarantor or surety. Seller acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the MIPA and that the waivers set forth in this guaranty are knowingly made in contemplation of such benefits. The obligations of Seller under this Section 11 are separate and independent of its obligations to convey the Property pursuant to the remainder of this Agreement, and shall survive the Closing and termination of this Agreement.

Guaranty of Payment Absolute and Unconditional; Waivers. This guaranty is a guaranty of payment and is absolute. Seller agrees that S▇▇▇▇▇▇’s liability hereunder shall be immediate and the Buyer need not attempt to collect any obligations from the MIPA Seller or any other Person or to realize upon any collateral to enforce the obligations hereunder. Seller guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this guaranty and the MIPA, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Buyer with respect thereto. The obligations of Seller under this guaranty are independent of the obligation MIPA Seller, and a separate action or actions may be brought and prosecuted against the MIPA Seller or any other guarantors, or the MIPA Seller or any other guarantor may be joined in any such action or actions. The liability of Seller under this guaranty constitutes a primary obligation and not a contract of surety, and to the extent permitted by law, shall be irrevocable, continuing, absolute, and unconditional. Seller hereby irrevocably waives, to the fullest extent permitted by applicable law, any defenses it may now or hereafter have in any way relating to any or all of the following: (i) Any lack of validity or enforceability of the Guaranteed Obligations or any agreement or instrument relating thereto. (ii) Any change in the time, manner, or place of payment of, or in any other term of any of the Guaranteed Obligations, or any other amendment or waiver of, or any consent to depart from, the agreements entered into by the parties, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the MIPA Seller or otherwise. (iii) any Any taking, release, or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations. (iv) Promptness, diligence, notice of acceptance, and any other notice with respect to any of the Guaranteed Obligations and this guaranty, and any requirement that the Buyer exhausts any right or take any action against the MIPA Seller, any other person or entity or any collateral. Seller acknowledges that it will receive direct and indirect benefits from the arrangements contemplated herein and that the waiver set forth in this Section 11 is knowingly made in contemplation of such benefits. (v) Seller hereby unconditionally and irrevocably waives any right to revoke this guaranty and acknowledges that this guaranty is continuing in nature and applies to all presently existing and future Guaranteed Obligations. (vi) Any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Guaranteed Obligations or any existence of or reliance on any representation by the Buyer that might vary the risk of Seller or otherwise operate as a defense available to, or a legal or equitable discharge of, the MIPA Seller or any other guarantor or surety. Seller acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the MIPA and that the waivers set forth in this guaranty are knowingly made in contemplation of such benefits. The obligations of Seller under this Section 11 are separate and independent of its obligations to convey the Property pursuant to the remainder of this Agreement, and shall survive the Closing and termination of this Agreement.

Guaranty of Payment Absolute and Unconditional; Waivers. This guaranty is a guaranty of payment and is absolute. Seller agrees that S▇▇▇▇▇’s liability hereunder shall be immediate and the Buyer need not attempt to collect any obligations from the MIPA Seller or any other Person or to realize upon any collateral to enforce the obligations hereunder. Seller guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this guaranty and the MIPA, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Buyer with respect thereto. The obligations of Seller under this guaranty are independent of the obligation MIPA Seller, and a separate action or actions may be brought and prosecuted against the MIPA Seller or any other guarantors, or the MIPA Seller or any other guarantor may be joined in any such action or actions. The liability of Seller under this guaranty constitutes a primary obligation and not a contract of surety, and to the extent permitted by law, shall be irrevocable, continuing, absolute, and unconditional. Seller hereby irrevocably waives, to the fullest extent permitted by applicable law, any defenses it may now or hereafter have in any way relating to any or all of the following: (i) Any lack of validity or enforceability of the Guaranteed Obligations or any agreement or instrument relating thereto. (ii) Any change in the time, manner, or place of payment of, or in any other term of any of the Guaranteed Obligations, or any other amendment or waiver of, or any consent to depart from, the agreements entered into by the parties, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the MIPA Seller or otherwise. (iii) any Any taking, release, or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations. (iv) Promptness, diligence, notice of acceptance, and any other notice with respect to any of the Guaranteed Obligations and this guaranty, and any requirement that the Buyer exhausts any right or take any action against the MIPA Seller, any other person or entity or any collateral. Seller acknowledges that it will receive direct and indirect benefits from the arrangements contemplated herein and that the waiver set forth in this Section 11 9 is knowingly made in contemplation of such benefits. (v) Seller hereby unconditionally and irrevocably waives any right to revoke this guaranty and acknowledges that this guaranty is continuing in nature and applies to all presently existing and future Guaranteed Obligations. (vi) Any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Guaranteed Obligations or any existence of or reliance on any representation by the Buyer that might vary the risk of Seller or otherwise operate as a defense available to, or a legal or equitable discharge of, the MIPA Seller or any other guarantor or surety. Seller acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the MIPA and that the waivers set forth in this guaranty are knowingly made in contemplation of such benefits. The obligations of Seller under this Section 11 9 are separate and independent of its obligations to convey the Property pursuant to the remainder of this Agreement, and shall survive the Closing and termination of this Agreement.

Guaranty of Payment Absolute and Unconditional; Waivers. This guaranty Guaranty is a guaranty of payment and is absolute. Seller The Guarantor agrees that S▇▇▇▇▇’s liability hereunder shall be immediate and the Buyer Broker need not attempt to collect any obligations Obligations from the MIPA Seller or any other Person or to realize upon any collateral Obligor to enforce the obligations hereunder. Seller The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this guaranty and the MIPALoan 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 the Buyer Broker with respect thereto. The obligations of Seller the Guarantor under this guaranty Guaranty are independent of the obligation MIPA SellerObligations, and a separate action or actions may be brought and prosecuted against the MIPA Seller Obligor or any other guarantors, or the MIPA Seller Obligor or any other guarantor may be joined in any such action or actions. The liability of Seller the Guarantor under this guaranty Guaranty constitutes a primary obligation and not a contract of surety, and to the extent permitted by law, shall be irrevocable, continuing, absolute, and unconditional. Seller The Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, waives any defenses it may now or hereafter have in any way relating to any or all of the following: (i) 2.1 Any lack of validity or enforceability of the Guaranteed Obligations or any agreement or instrument relating thereto. (ii) 2.2 Any change in the time, manner, or place of payment of, or in any other term of any of the Guaranteed Obligations, or any other amendment or waiver of, or any consent to depart from, the agreements entered into by the parties, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the MIPA Seller Obligor or otherwise. (iii) any 2.3 Any taking, release, or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations. (iv) 2.4 Promptness, diligence, notice of acceptance, and any other notice with respect to any of the Guaranteed Obligations and this guarantyGuaranty, and any requirement that the Buyer Broker exhausts any right or take any action against the MIPA Seller, Obligor or any other person or entity or any collateralentity. Seller The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 11 2.4 is knowingly made in contemplation of such benefits. (v) Seller 2.5 The Guarantor hereby unconditionally and irrevocably waives any right to revoke this guaranty Guaranty and acknowledges that this guaranty Guaranty is continuing in nature and applies to all presently existing and future Guaranteed Obligations. (vi) 2.6 Any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Guaranteed Obligations or any existence of or reliance on any representation by the Buyer Broker that might vary the risk of Seller the Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, the MIPA Seller Obligor or any other guarantor or surety. Seller acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the MIPA and that the waivers set forth in this guaranty are knowingly made in contemplation of such benefits. The obligations of Seller under this Section 11 are separate and independent of its obligations to convey the Property pursuant to the remainder of this Agreement, and shall survive the Closing and termination of this Agreement.

Guaranty of Payment Absolute and Unconditional; Waivers. This guaranty Guaranty is a guaranty of payment and is absoluteabsolute and unconditional. Seller The Guarantor agrees that S▇▇▇▇▇’s liability hereunder shall be immediate and the Buyer Licensor need not only to attempt to collect any obligations Obligations from the MIPA Seller or any other Person or Licensee pursuant to realize the terms of the Agreement before seeking enforcement of the Obligations upon any collateral to enforce the obligations hereunderGuarantor. Seller The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this guaranty and the MIPAAgreement, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Buyer Licensor with respect thereto. The obligations of Seller the Guarantor under this guaranty Guaranty are independent of the obligation MIPA SellerObligations, and a separate action or actions may be brought and prosecuted against the MIPA Seller or any other guarantors, Licensee or the MIPA Seller or any other guarantor Licensee may be joined in any such action or actions. The liability of Seller the Guarantor under this guaranty Guaranty constitutes a primary obligation and not a contract of surety, and to the extent permitted by law, shall be irrevocable, continuing, absolute, and unconditional, and shall not be discharged for any reason until Licensor has been indefeasibly paid in full. Seller hereby irrevocably waives, to Without limiting the fullest extent permitted by applicable law, any defenses it may now or hereafter have in any way relating to any or all generality of the following: (i) Any lack of validity or enforceability foregoing, the obligations of the Guaranteed Obligations Guarantor hereunder shall remain in force irrespective of: (a) any invalidity, illegality or any agreement or instrument relating thereto. (ii) Any change in the time, manner, or place of payment of, or in any other term of any of the Guaranteed Obligations, or any other amendment or waiver unenforceability of, or any consent to depart fromdefect in, the agreements entered into by the parties, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the MIPA Seller or otherwise. (iii) any taking, release, or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations or any defense which the Borrower may have with respect thereto; (b) the existence or absence of any legal action to enforce the Obligations. , the issuance of any judgment therefor or the execution of any such judgment; or (ivc) Promptness, diligence, notice of acceptance, and any other notice with respect to circumstance which might otherwise constitute a defense available to, or discharge of, a guarantor or surety of any of the Guaranteed Obligations and this guaranty, and any requirement that the Buyer exhausts any right or take any action against the MIPA Seller, any other person or entity or any collateraltype. Seller acknowledges that it will receive direct and indirect benefits from the arrangements contemplated herein and that the waiver set forth in this Section 11 is knowingly made in contemplation of such benefits. (v) Seller The Guarantor hereby unconditionally and irrevocably waives any right to revoke this guaranty Guaranty and acknowledges that this guaranty Guaranty is continuing in nature and applies to all presently existing and future Guaranteed Obligations. (vi) Any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Guaranteed Obligations or any existence of or reliance on any representation by the Buyer that might vary the risk of Seller or otherwise operate as a defense available to, or a legal or equitable discharge of, the MIPA Seller or any other guarantor or surety. Seller acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the MIPA and that the waivers set forth in this guaranty are knowingly made in contemplation of such benefits. The obligations of Seller under this Section 11 are separate and independent of its obligations to convey the Property pursuant to the remainder of this Agreement, and shall survive the Closing and termination of this Agreement.