Common use of Irrevocable Guaranty Clause in Contracts

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.