Nature of the Guarantee Clause Samples

The "Nature of the Guarantee" clause defines the specific type and scope of the guarantee being provided under the agreement. It typically clarifies whether the guarantee is absolute or conditional, outlines the obligations covered, and may specify if the guarantor's liability is primary or secondary to that of the principal debtor. By clearly delineating the extent and limitations of the guarantee, this clause ensures all parties understand their rights and responsibilities, thereby reducing the risk of disputes regarding the guarantor's obligations.
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Nature of the Guarantee. The Guarantee is absolute, unconditional, irrevocable and continuing in nature. The Guarantee is a guarantee of prompt and punctual payment and performance and is not merely a guarantee of collection. The obligations of the Borrower under this Credit Enhancement Note with respect to the Guarantee are direct and primary obligations of the Borrower and are independent of the obligations (the "PROGRAM OBLIGATIONS") of any Program Borrower or any other Person with respect to any Program Note or any document or instrument relating thereto (each a "PROGRAM LOAN DOCUMENT" and, collectively, the "PROGRAM LOAN DOCUMENTS"), and a separate action or actions may be brought and prosecuted against the Borrower to enforce the Guarantee, irrespective of whether any action is brought against any Program Borrower or any other Person or whether any Program Borrower or any other Person is joined in any such action or actions. The liabilities and obligations of the Borrower under this Credit Enhancement Note shall be absolute and unconditional notwithstanding any event or occurrence, including without limitation: (i) any lack of validity or enforceability of any Program Loan Document; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Program Obligations under any Program Document, or any other amendment or waiver of or any consent to departure therefrom including, without limitation, any increase in any Program Loan; (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Program Obligations; CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION (iv) any manner of application of any collateral, or proceeds thereof, to all or any of the Program Obligations, or any manner of sale or other disposition of any collateral or any other assets of the Program Borrowers; (v) any change, restructuring or termination of the structure or existence of any Program Borrower; (vi) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against the Lender, whether in connection with the transactions contemplated by this Credit Enhancement Note and the other Operative Documents or otherwise; (vii) any impossibility or impracticality of performance, illegality, FORCE MAJEURE, any act of government, or any other circumstance which might otherwise co...
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Nature of the Guarantee. ‌ (a) This Guarantee is an independent guarantee and is payable on first demand. In the event of a Guarantee call being made in accordance with Clauses 4 and 5, the States waive the right (without prejudice to their rights against DCL) to raise any defence or any exception relating to the Guaranteed Obligations or the non- compliance by DCL with its obligations towards the States as well as any other defence or exception whatsoever that DCL could assert against the Third-Party Beneficiaries or Security Holders to refuse payment, and the States shall be liable towards the Third-Party Beneficiaries or Security Holders as if they were the primary debtors of the Guaranteed Obligations in accordance with the terms thereof, each to the extent of its percentage share. In particular, the States’ obligations under this Guarantee shall not be terminated or affected by: (i) the cessation of payments (whether within the meaning of the French Commercial Code or the French Monetary and Financial Code), insolvency, dissolution, deregistration or any other change in the status of DCL; (ii) the illegality of the Guaranteed Obligations; (iii) the illegality of the obligations of the other State under this Guarantee, or the non-compliance by the other State with such obligations; (iv) any grace period, conciliation agreement or other similar concession granted to DCL by the holders of the Guaranteed Obligations or imposed by a judicial authority or a judicial assistant (auxiliaire de justice); (v) the occurrence of any collective proceedings (safeguard, accelerated safeguard, accelerated financial safeguard, judicial redress, judicial liquidation or other similar proceedings), the write-down or conversion of Guaranteed Obligations pursuant to the application of the bail-in tool in the context of a resolution process, the appointment of a provisional administrator or any other measure adopted by the Autorité de contrôle prudentiel et de résolution or any other regulatory authority with jurisdiction in respect of DCL; or (vi) any other ground for termination of the Guaranteed Obligations, save for their payment in full. (b) The benefit of this Guarantee shall be maintained if a payment received by a Third-Party Beneficiary or a Security Holder and applied towards satisfaction of the Guaranteed Obligations is subsequently voided or declared invalid vis-à- vis the creditors of the maker of such payment, becomes repayable by such Third-Party Beneficiary or Security Holder to DCL ...
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Nature of the Guarantee. Subject to the limitations and conditions as hereinafter provided, and except as provided in Article 12.1.2, the Seller warrants to the Buyer that each Aircraft and all Warranted Parts will at the time of Delivery to the Buyer: (i) be free from material defects; (ii) be free from defects in workmanship, including manufacturing processes; (iii) be free from design defects (including the selection of materials) with regard to the state of the art at the time of the design; (iv) be free from defects arising from failure to conform to the Technical Specification, except those clauses of the Technical Specification where it is expressly stated that they are estimates, approximations or design objectives.
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Nature of the Guarantee. The guarantee is an autonomous demand guarantee and is payable upon first demand. In the event of a Guarantee Call, the States waive their right (without prejudice to their rights vis-à- vis the Guaranteed Entities) to invoke any exceptions that the Guaranteed Entities could assert against the Third Party Beneficiaries or Security Holders to refuse payment. All the Guaranteed Obligations of the Guaranteed Entities shall be severally, but not jointly, guaranteed by the States. The Guarantee granted by each of the States is therefore not limited to the Guaranteed Entities established on its own territory but shall also apply for Guaranteed Entities established outside its territory.
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Nature of the Guarantee. The purpose of this guarantee is to compensate you for your accommodation costs, meals and essential items, within the limits indicated in the Table of Guarantee Amounts, remaining your responsibility in situations meeting the conditions described below.
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Nature of the Guarantee. Notwithstanding any reference to obligations of the Obligors under any Finance Document, each Guarantor acknowledges that its obligations under this Guarantee shall be of a non-accessory (nicht akzessorischer) nature within the meaning of article 111 CO, independent of the obligations of the other Obligors under any Finance Document.
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Nature of the Guarantee. Pursuant to Article 7-bis, paragraph 1, of Law 130 and Article 4 of the MEF Decree, the guarantee provided under this OBG Guarantee is autonomous guarantee (garanzia autonoma) and therefore provides for direct and independent obligations of the OBG Guarantor vis-à-vis the OBG Holders. The obligation of payment under the OBG Guarantee shall be an unconditional obligation of the OBG Guarantor, at first demand (a prima richiesta), irrevocable (irrevocabile) and with limited recourse to the Available Funds, irrespective of any invalidity, irregularity or unenforceability or genuineness of any of the obligations of the Issuer.
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Nature of the Guarantee. This Guarantee is an independent guarantee and not a suretyship (borgtocht) or an acceptance of joint and several liability (hoofdelijke verbondenheid).
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Related to Nature of the Guarantee

  • The Guarantee Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

  • Reaffirmation of the Guaranty Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under its Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in its Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and deliver of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under its Guaranty in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the other Loan Documents.

  • Guarantee The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

  • The Guaranty Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each other holder of Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.

  • Guarantee and Collateral Agreement By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.