Common use of Irrevocable Guaranty Clause in Contracts

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. (a) The Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, guarantees to the Guaranteed Party and each of its successors, permitted indorsees, permitted transferees and permitted assigns thatthat all monetary Obligations will be promptly paid in full, in Dollars, when due in accordance with the provisions of the Transaction Documents. If for any reason any sums stated in the Transaction Documents to be payable by Clean Technologies II, or any part thereof, shall not be paid promptly when due, then in each such instance 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 the Guarantor shall pay the same to or for the benefit of the Guaranteed Party and 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 Whether or not legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party on Party, upon written demand demand, for all reasonable attorney’s attorneys’ 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 any 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 dollarsGuaranty. Notwithstanding anything to the contrary in this Section 2.1, the Guarantor’s liability to guarantee a Company’s in respect of any of the Obligations shall not exceed the liability of such Company Clean Technologies II with respect to its such Obligations under the terms of the Transaction Documents; provided, thathowever, notwithstanding the foregoing provisions of this paragraph, or any other provisions hereof to the contrary, (a) the Guarantor’s that such cap on liability for the Obligations shall not be reduced by the amount apply to reasonable costs, expenses and fees (including reasonable legal fees and disbursements) in excess of any costs and expenses recovered or recoverable such maximum liability incurred 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 hereunderconnection with enforcing this Guaranty.

Irrevocable Guaranty. (a) 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, and its successorsperformed, permitted indorseesin accordance with the provisions of the Guaranteed Documents, permitted transferees and permitted assigns thatsubject to the other provisions of this Guaranty. Without limiting the foregoing: (a) If for any reason any Guaranteed Obligation that is a payment 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, (i) all payment Obligations will the Guarantor shall pay the same or otherwise cause the same to 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 Documentsapplicable Guaranteed Document. (b) If for any reason any Guaranteed Obligation that is a performance obligation has not been performed promptly when due, then in each such instance upon written demand of performance made by the Guaranteed Party to the Guarantor, the Guarantor shall perform the same or otherwise cause the same to be performed in accordance with the applicable Guaranteed Document. (c) Whether or not legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party on written demand for all reasonable attorney’s attorneys’ 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 performance of (or to perform any further obligations cause the payment or performance of) Guaranteed 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 hereunderthis Guaranty.

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 that all monetary Guaranteed Party to the Guarantor, (i) all payment Obligations will be promptly paid in full, in United States dollars, when due in accordance with herewith, subject to the other 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 Documentsthis Guaranty. (b) If Without limiting the foregoing, 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 (acting at the written direction of the Required Creditors) to the Guarantor, the Guarantor shall pay the same or otherwise cause the same to be paid in accordance herewith. Whether or not legal action is instituted, the Guarantor agrees to reimburse the Guaranteed Party on written demand for all reasonable attorney’s fees attorneys’ fees, expenses and disbursements and all other reasonable fees, 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 fees, 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 of the applicable Guaranteed Obligations under Section 2.1(a) of this Guaranty to the Guaranteed Party hereunderGuaranty. (c) Each payment The Guarantor may fulfill its obligations 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 any reasonable manner permitted under the terms Microsoft NPA or the Shareholder NPA, as applicable, including (i) by making sufficient equity contributions to the Company and causing the Company to pay directly the applicable Guaranteed Obligations with such contributions or (ii) making direct payment of the Transaction DocumentsGuaranteed Obligations to the applicable payee; provided, thathowever, notwithstanding the foregoing provisions of this paragraph, or any other provisions hereof to the contrary, (a) the that Guarantor’s liability for selection of the Obligations manner it wishes to fulfill its obligations shall not be reduced by the amount in no event delay payment of any costs and expenses recovered or recoverable by the Guaranteed Party under Section 2.1(b), Obligations when such amounts are due 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 hereunderowing.

Irrevocable Guaranty. (a) The Upon the occurrence of any Event of Default under the Loan Agreement or any other Loan Document, Guarantor hereby unconditionally and irrevocably guaranteesagrees, as a primary obligor and not merely as a suretyon demand by Lender, to pay all Secured Obligations (as defined in the Guaranteed Party and its successorsLoan Agreement) regardless of any defense, permitted indorseesright of set-off or claims which Borrower, permitted transferees and permitted assigns thatGuarantor or any other party under the Loan Documents may have against Lender, upon written demand of payment made by the Guaranteed Party subject only to the Guarantor, (i) all payment Obligations will be promptly paid limitations set forth 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 DocumentsSection 1(b). (b) If legal action This is institutedan absolute, the Guarantor agrees to reimburse the Guaranteed Party on written demand for all reasonable attorney’s fees irrevocable, present 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 continuing guaranty of payment of such costs or expenses, it is finally adjudicated by a court the Guarantor's Obligations and not 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 hereundercollection. (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 The obligations of such Company with respect to its Obligations under the terms Guarantor hereunder are independent of the Transaction Documents; providedobligations of Borrower and any other Loan Party and a separate action or actions may be brought or prosecuted against Guarantor, that, notwithstanding the foregoing provisions of this paragraph, whether any action is brought against Borrower or any other provisions hereof Loan Party or whether Borrower or any other Loan Party is joined in any action or actions. In any action to enforce this Guaranty, Lender, at its election, may proceed against Guarantor, with or without: (i) joining Borrower or any other Loan Party in any such action; (ii) commencing any action against or obtaining any judgment against Borrower or any other Loan Party; or (iii) commencing any proceeding to enforce the contraryNote, (a) or the Guarantor’s liability for Loan Agreement or to realize upon the Obligations Property or any of the other Collateral; provided however, nothing herein contained shall preclude Lender from suing on the Note and the Loan Agreement or foreclosing the Loan Documents or from exercising any other rights, remedies or power under any Loan Document, and if such foreclosure or other rights, powers or remedies are availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the Secured Obligations. Lender shall not be reduced by the amount required to institute or prosecute proceedings to recover any deficiency as a condition of any costs and expenses recovered payment hereunder or recoverable by enforcement hereof. Nevertheless, in the Guaranteed Party event Lender elects to pursue its remedies 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) one or more of the final paragraph other Loan Documents and any disposition of Section 2.3 hereofthe Collateral or any part thereof results in a deficiency, Guarantor hereby further promises and agrees to immediately pay to Lender the amount of such reduction deficiency, subject to the limitation set forth in Section 1(b). At any sale of any security or Collateral for the Loan, whether by foreclosure or otherwise, Lender may, at its discretion, purchase all or any part of such security or Collateral offered for sale for its own account, and may apply against the amount bid therefor the unpaid balance or any part thereof to the Secured Obligations. (d) The obligations and liabilities of Guarantor hereunder shall not reduce be diminished or offset by any payment by Guarantor under any other agreement, document, or instrument by Guarantor in favor of Lender, including but not limited to the Guarantor’s liability for such Company’s Obligations hereunderEnvironmental Indemnity Agreement, executed by Guarantor in favor of Lender concurrently herewith.

Irrevocable Guaranty. (a) The Guarantor hereby unconditionally This is an absolute, irrevocable, present and irrevocably guarantees, as a primary obligor continuing guaranty of payment 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 Documentscollection. (b) If legal The obligations of Guarantor hereunder are independent of and in addition to the obligations of Borrower and any other Loan Party under the Completion Guaranty, the Environmental Indemnity Agreement or any other Loan Document and a separate action or actions may be brought or prosecuted against Guarantor, whether any action is instituted, the Guarantor agrees to reimburse the Guaranteed brought against Borrower or any other Loan Party on written demand for all reasonable attorney’s fees and disbursements and all or whether Borrower or any other reasonable costs and expenses incurred by the Guaranteed Loan 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, is joined in any action or actions. In any action to enforce this Guaranty, Lender, at its election, may proceed against Guarantor, with or without: (i) joining Borrower or any other Loan Party in any such action; (ii) commencing any action against or obtaining any judgment against Borrower or any other Loan Party; or (iii) commencing any proceeding brought by to enforce the Guaranteed Party giving rise Note or the Loan Agreement or to realize upon all or any part of the Property; provided, however, nothing herein contained shall preclude Lender from suing on the Note and the Loan Agreement or foreclosing the Loan Documents or from exercising any other rights, remedies or power under the Completion Guaranty, the Environmental Indemnity Agreement or any Loan Document, and if such foreclosure or other rights, powers or remedies are availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the Secured Obligations. Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a demand for condition of any payment hereunder or enforcement hereof. Nevertheless, in the event Lender elects to pursue its remedies under any one or more of the other Loan Documents and any disposition of the Property or any part thereof results in a deficiency, Guarantor hereby further promises and agrees to immediately pay to Lender the amount of such costs deficiency. At any sale of the Property, whether by foreclosure or expensesotherwise, it is finally adjudicated by a court Lender may, at its discretion, purchase all or any part of competent jurisdiction that such the Guarantor is not liable to make payment Property, offered for sale for its own account, and may apply against the amount bid therefor the unpaid balance or obligated to perform any further obligations under Section 2.1(a) of this Guaranty part thereof to the Guaranteed Party hereunderSecured Obligations. (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 The obligations and liabilities 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 Guarantor hereunder shall not be reduced diminished or offset by the amount any payment by Guarantor under any other agreement, document, or instrument entered into by Guarantor in favor 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 hereunderLender.

Irrevocable Guaranty. (a) The Guarantor hereby unconditionally This is an absolute, irrevocable, present and irrevocably guarantees, as a primary obligor continuing guaranty of payment and performance of the Guaranteed Obligations 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 Documentscollection. (b) If legal The obligations of Guarantor hereunder are independent of and in addition to the obligations of Guarantor, Borrower and any other Loan Party under the Environmental Indemnity Agreement, the Limited Guaranty, or any other Loan Document and a separate action or actions may be brought or prosecuted against Guarantor, whether any action is instituted, the Guarantor agrees to reimburse the Guaranteed brought against Borrower or any other Loan Party on written demand for all reasonable attorney’s fees and disbursements and all or whether Borrower or any other reasonable costs and expenses incurred by the Guaranteed Loan 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, is joined in any action or actions. In any action to enforce this Completion Guaranty, Lender, at its election, may proceed against Guarantor, with or without: (i) joining Borrower or any other Loan Party in any such action; (ii) commencing any action against or obtaining any judgment against Borrower or any other Loan Party; or (iii) commencing any proceeding brought to enforce the Note or the Loan Agreement or to realize upon all or any part of the Property; provided, however, nothing herein contained shall preclude Lender from suing on the Note and the Loan Agreement or foreclosing the Loan Documents or from exercising any other rights, remedies or power under the Environmental Indemnity Agreement, the Limited Guaranty, or any Loan Document, and if such foreclosure or other rights, powers or remedies are availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the Secured Obligations. Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of any payment hereunder or enforcement hereof. At any sale of the Property, whether by the Guaranteed Party giving rise to a demand for payment foreclosure or otherwise, Lender may, at its discretion, purchase all or any part of such costs the Property, offered for sale for its own account, and may apply against the amount bid therefor the unpaid balance 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 part thereof to the Guaranteed Party hereunderSecured Obligations. (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 The obligations and liabilities 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 Guarantor hereunder shall not be reduced diminished or offset by the amount any payment by Guarantor under any other agreement, document, or instrument entered into by Guarantor in favor of any costs and expenses recovered or recoverable by the Guaranteed Party under Section 2.1(b)Lender, 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 hereofincluding, without limitation, the amount of such reduction shall not reduce Limited Guaranty and the Guarantor’s liability for such Company’s Obligations hereunderEnvironmental Indemnity Agreement.