Irrevocable Guaranty Clause Samples
An Irrevocable Guaranty is a legal commitment by a guarantor to unconditionally guarantee the obligations of another party, typically a borrower, without the ability to withdraw or revoke the guarantee. This clause ensures that the guarantor remains liable for the debt or performance obligations even if circumstances change, and the guarantee cannot be canceled without the consent of the beneficiary. Its core practical function is to provide assurance and security to the beneficiary, often a lender, by ensuring that the guarantor’s promise remains enforceable throughout the term of the underlying obligation, thereby reducing the risk of non-payment or non-performance.
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Irrevocable Guaranty. (a) The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Guaranteed Party and its successors, permitted indorsees, permitted transferees and permitted assigns that, upon written demand of payment made by the Guaranteed Party to the Guarantor, (i) all payment Obligations will be promptly paid in full, in United States dollars, when due in accordance with the provisions of the Transaction Documents and (ii) all performance Obligations will be promptly and fully performed when due or required in accordance with the terms of the Transaction Documents.
(b) If legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party on written demand for all reasonable attorney’s fees and disbursements and all other reasonable costs and expenses incurred by the Guaranteed Party in successfully enforcing its rights under this Guaranty. Notwithstanding the foregoing, the Guarantor shall have no obligation to pay any such costs or expenses if, in any action or proceeding brought by the Guaranteed Party giving rise to a demand for payment of such costs or expenses, it is finally adjudicated by a court of competent jurisdiction that the Guarantor is not liable to make payment or obligated to perform any further obligations under Section 2.1(a) of this Guaranty to the Guaranteed Party hereunder.
(c) Each payment under this Guaranty shall be made in United States dollars. Notwithstanding anything in this Section 2.1, the Guarantor’s liability to guarantee a Company’s Obligations shall not exceed the liability of such Company with respect to its Obligations under the terms of the Transaction Documents; provided, that, notwithstanding the foregoing provisions of this paragraph, or any other provisions hereof to the contrary, (a) the Guarantor’s liability for the Obligations shall not be reduced by the amount of any costs and expenses recovered or recoverable by the Guaranteed Party under Section 2.1(b), and (b) if a Company’s liability in respect of its Obligations is reduced due to any defense described in clauses (1) through (3) of the final paragraph of Section 2.3 hereof, the amount of such reduction shall not reduce the Guarantor’s liability for such Company’s Obligations hereunder.
Irrevocable Guaranty. All of the obligations, duties, promises, covenants, guarantees, representations and provisions made herein shall be irrevocable and shall continue to remain in full force and effect until any and all liabilities and contingent liabilities remaining outstanding under any of the Loan Documents, have been paid and/or satisfied in full.
Irrevocable Guaranty. Guarantor’s guarantee of the Obligations is irrevocable; provided, however, Guarantor may at any time by written notice (“Termination Notice”) to Lender prospectively terminate the Guarantor’s liability hereunder for Obligations, first incurred after Lender’s receipt of the Termination Notice, subject to the limitations set forth in this paragraph. After the delivery of Termination Notice to the Lender, Guarantor shall remain fully liable for all principal, interest and expenses, including reasonable attorney’s fees, for all existing Obligations outstanding as of the time of Lender’s receipt of the Termination Notice, for all principal of the Loan until paid in full, and for all interest subsequently accruing on the Loan until paid in full. In order to effectuate any attempted termination, the Guarantor must pay to the Lender all amounts owing hereunder, including pay in full on the Loan. The Guarantor acknowledges that it is critically important to the Borrower to obtain the commitment for the Loan and that the Lender would not make the commitment for the Loan without this Guaranty.
Irrevocable Guaranty. Guarantor's guarantee of the Obligations is irrevocable.
Irrevocable Guaranty. This Guaranty is irrevocable and shall continue until terminated in accordance with Section 3.
Irrevocable Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Guaranteed Party that all Guaranteed Obligations will be promptly paid in full, in United States dollars, to the Guaranteed Party in accordance with the provisions of the ECCA or the Company LLC Agreement, as applicable, subject to the other provisions of this Guaranty. Without limiting the foregoing:
(a) if for any reason any Guaranteed Obligation has not been paid promptly when due, then in each such instance upon written demand of payment made by the Guaranteed Party to the Guarantor, the Guarantor shall pay the same or otherwise cause the same to be paid to the Guaranteed Party in accordance with the ECCA or the Company LLC Agreement, as applicable; and
(b) whether or not legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party upon written demand for all reasonable attorneys’ fees and disbursements and all other reasonable costs and expenses incurred by the Guaranteed Party in enforcing its rights under this Guaranty. Notwithstanding the foregoing, the Guarantor shall have no obligation to pay any such costs or expenses if, in any action or proceeding brought by the Guaranteed Party giving rise to a demand for payment of such costs or expenses, it is finally adjudicated by a court of competent jurisdiction that the Guarantor is not liable to make payment of (or to cause the payment of) Guaranteed Obligations under Section 2.1 of this Guaranty.
Irrevocable Guaranty. This Springing Guaranty is an irrevocable continuing guaranty.
Irrevocable Guaranty. Guarantor agrees that the liability of Guarantor on this Guaranty shall be irrevocable and shall be immediate and not contingent upon the exercise or enforcement by Lender of whatever remedies it may have against Debtor or others, or the enforcement of any lien or realization upon any security Lender may at any time possess. In the event of the death of any Guarantor, this Guaranty shall continue in effect against his estate. Any attempted revocation shall be ineffective except if Lender shall have granted written consent thereto; Lender shall be under no obligation to grant such consent. Any such consent which Lender might grant with respect to one or more Guarantors would not release any other Guarantor or diminish his joint and several obligations.
Irrevocable Guaranty. This Guaranty is and shall be construed to be an irrevocable, absolute, unlimited and continuing guaranty of payment and performance, and the liability of Guarantor hereunder and LNRE's right to pursue Guarantor shall not be affected, delayed, limited, impaired or discharged, in whole or in part, by reason of an extension or discharge that may be granted to any person or entity whose obligations are part of the Guaranteed Obligations by any court in proceedings under the Bankruptcy Code, or any amendments thereof, or under any other state or other federal statutes. Guarantor expressly waives the benefits of any extension or discharge granted to any person or entity whose obligations are part of the Guaranteed Obligations. This Guaranty shall survive notwithstanding the expiration or termination of any Lease or the Master Property Agreement with respect to any sums previously received from any Tenant or from Guarantor that LNRE may be required to repay in such proceeding.
Irrevocable Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to CCC that all of the Obligations will be promptly paid or performed in full when due in accordance with the provisions of the Put Agreement. If for any reason any of the Obligations, or any part thereof, shall not be paid or performed promptly when due in accordance with the Put Agreement, then in each such instance upon written demand of payment or performance made by CCC to the Guarantor, the Guarantor shall pay or perform the same in accordance with the provisions of the Put Agreement. The Guarantor also agrees to pay to CCC such further amounts as shall be sufficient to cover the costs and expense of collecting such sums, or any part thereof, or of otherwise enforcing this Guaranty, including reasonable fees and expenses of legal counsel for CCC.