Obligations of Guarantor Unconditional Clause Samples
The "Obligations of Guarantor Unconditional" clause establishes that the guarantor's responsibilities under the guarantee are absolute and not subject to any conditions or contingencies. In practice, this means the guarantor must fulfill their obligations regardless of any disputes, defenses, or changes in the underlying agreement between the primary obligor and the beneficiary. For example, even if the primary borrower claims a breach of contract or the lender grants extensions, the guarantor remains fully liable. This clause ensures that the beneficiary can rely on the guarantor's promise without concern for external factors, thereby providing certainty and reducing the risk of non-payment.
Obligations of Guarantor Unconditional. (a) Nothing contained in this Article Sixteen or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Guarantors and the Holders, the obligation of such Guarantors, which is absolute and unconditional, to pay to the Holders all obligations arising under the Securities Guarantees as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Guarantors other than the holders of the Guarantor Senior Debt, nor shall anything herein or therein prevent the Holders or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Sixteen of the holders of the Guarantor Senior Debt.
(b) Without limiting the generality of the foregoing, nothing contained in this Article Sixteen will restrict the right of the Trustee or the Holders to take any action to declare the Securities to be due and payable prior to their Stated Maturity pursuant to Section 5.2 of this Indenture or to pursue any rights or remedies hereunder; provided, however, that all Guarantor Senior Debt then due and payable or thereafter declared to be due and payable shall first be paid in full, in cash or cash equivalents, before the Holders or the Trustee are entitled to receive any direct or indirect payment from any Guarantor with respect to its Securities Guarantee.
Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty Agreement, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the Company, or by sale, lease or transfer by the Company to any person of any or all of its properties, or by any action of the Secured Party granting indulgence or extension to, or waiving or acquiescing in any default, the Company or any successor to the Company or any person or party which shall have assumed its obligations, or by reason of any disability or other defense of the Company or any successor to the Company, or by any modification, alteration, or by any circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risk of the Guarantor hereunder, it being the purpose and intent of the Guarantor that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment or performance as herein provided, and then only to the extent of such payment or performance.
Obligations of Guarantor Unconditional. Nothing contained in this Article Eleven or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among each Guarantor and the Holders of the Notes, the obligation of each Guarantor, which is absolute and unconditional, upon failure by FelCor LP, to pay to the Holders of the Notes and principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of each Guarantor, nor shall anything herein or therein prevent the Holder of any Note or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture. Without limiting the generality of the foregoing, nothing contained in this Article Eleven will restrict the right of the Trustee or the Holders of the Notes to take any action to declare the Guarantees to be due and payable prior to the stated maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder.
Obligations of Guarantor Unconditional. 76 SECTION 12.06. Notice to Trustee...................................... 77 SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating Agent................................................ 77 SECTION 12.08. Trustee's Relation to Guarantor Senior Indebtedness.... 78
Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of any Obligation or any instrument or agreement evidencing the same or relating thereto or any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Guarantor. The obligations of the Guarantor hereunder shall not be discharged except by complete payment or performance of the Guaranteed Obligations and the liabilities of the Guarantor hereunder. This is an irrevocable, absolute, completed, and continuing guaranty of payment and not a guaranty of collection, and will not be affected by the release or discharge of Company from, or impairment or modification of, Company’s obligations with respect to any of the Guaranteed Obligations in any bankruptcy, receivership, or other insolvency proceeding or otherwise. No notice of any extension of credit already or hereafter contracted by or extended to Company need be given to Guarantor. The fact that the Guaranteed Obligations may be rearranged, increased, reduced, modified, extended for any period, and/or renewed from time to time, or paid in full without notice to Guarantor will not release, discharge, or reduce the obligation of Guarantor with respect to the Guaranteed Obligations, and Guarantor will remain fully bound under this Guaranty Agreement. It is the intention of QUASAR and Guarantor that Guarantor’s obligations under this Guaranty Agreement will not be discharged at any time prior to the occurrence of both (i) payment in full of the Guaranteed Obligations and (ii) expiration of QUASAR’S obligation to advance monies to Company pursuant to the Agreement and the documents executed in connection therewith. This Guaranty Agreement may be enforced by QUASAR and any subsequent holder of the Guaranteed Obligations, and will not be discharged by the assignment or negotiation of all or part of the Guaranteed Obligations. This Guaranty Agreement may not be revoked by Guarantor and will continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned or refunded by QUASAR to the payor thereof or to any other person, as a preferential transfer, voidable transfer or otherwise upon any insolvency, bankruptcy, reorganization, receivership, or other debtor relief proceeding involving Company or any other payor of such amounts, ...
Obligations of Guarantor Unconditional. Guarantor hereby agrees that:
(A) Guarantor's liability hereunder is unconditional, irrespective of:
(1) the legality, validity or enforceability of the Obligations;
(2) the legality, validity or enforceability of any security interest, mortgage or pledge granted by Borrower as collateral for the Obligations, any guaranty, suretyship, letter of credit or reimbursement agreement issued by any person secondarily or otherwise liable for any of the Obligations, any security interest, mortgage, or pledge granted by any person secondarily or otherwise liable for any of the Obligations, any right of set-off against any account or credit on APA's books in favor of Borrower or any other person secondarily or otherwise liable for any of the Obligations, or any other device providing collateral security for payment of the Obligations, all of the hereinabove referenced devices being referred to herein as the "Collateral Security";
(3) the absence of any action or effort by APA to either resort to, enforce or exhaust its remedies under or against the Obligations and/or the Collateral Security;
(4) the waiver or consent by APA with respect to any provision in the documentation of the Obligations or the Collateral Security; and
(5) the recovery of any judgment against Borrower or any action to enforce such judgment or any other circumstance which might, absent the unconditional nature of this Guaranty, constitute a legal or equitable discharge or defense of a Guarantor.
(B) APA may at any time, or from time to time, in APA's sole discretion:
(1) change, alter, renew, continue, extend and/or accelerate the time of payment of, all or any of the Obligations, or any part or parts thereof or any renewal or renewals thereof;
(2) replace any existing Obligation and the documentation therefor with an amended and restated Obligation and the documentation therefor;
(3) sell, exchange, release, compromise and/or surrender all or any of the property which is the subject of the Collateral Security, or any part or parts thereof, with respect to which APA may now or hereafter have an interest (the "Collateral");
(4) sell and/or purchase any or all of the Collateral at public or private sale, or at any broker's board, and after deducting all costs and expenses of every kind for collection, sale and/or delivery, apply the proceeds of any such sale or sales against any of the Obligations; and
(5) settle or compromise any or all of the Obligations with Borrower, and/or any other person or ...
Obligations of Guarantor Unconditional. (a) Nothing contained in this Article Eleven is intended to or shall impair, as among the Guarantor and the Holders, the
Obligations of Guarantor Unconditional. Nothing contained in this Article Eleven or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among each Guarantor and the holders of the Notes, the obligation of each Guarantor, which is absolute and unconditional, upon failure by FelCor LP, to pay to the holders of the Notes and principal of, premium, if any, and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Notes and creditors of each Guarantor, nor shall anything herein or therein prevent the holder of any Note or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture.
Obligations of Guarantor Unconditional. The obligations of the Guarantor under this Guaranty Agreement shall be unconditional, irrespective of the validity, regularity or enforceability of any Guaranteed Obligation, and shall not be affected by any action taken under any Guaranteed Obligation in the exercise of any right or remedy therein conferred, or by any failure or omission on the part of the Secured Party to enforce any right given thereunder or hereunder or any remedy conferred thereby or hereby, or by any waiver of any term, covenant, agreement or condition of any Guaranteed Obligation or this Guaranty Agreement, or by any release of any security or any other guaranty at any time existing for the benefit of any Guaranteed Obligation, or by the merger or consolidation of the Company, or by sale, lease or transfer by the Company to any person of any or all of its properties, or
Obligations of Guarantor Unconditional. 79 SECTION 11.06 Notice to Trustee.......................................................................79 SECTION 11.07 Reliance on Judicial Order or Certificate of Liquidating Agent..........................80 SECTION 11.08 Trustee's Relation to Senior Indebtedness...............................................80 SECTION 11.09 Subordination Rights Not Impaired by Acts or Omissions of the Guarantor or Holders of Senior Indebtedness.........................................80 SECTION 11.10 Holders Authorize Trustee to Effectuate Subordination of Parent Guarantee........................................................................81 SECTION 11.11 Not to Prevent Events of Default........................................................81 SECTION 11.12 Trustee's Compensation Not Prejudiced...................................................81 SECTION 11.13 No Waiver of Subordination Provisions...................................................81 SECTION 11.14 Payments May Be Paid Prior to Dissolution...............................................81 SECTION 11.15 Trust Moneys Not Subordinated...........................................................82 SECTION 11.16 Limitation of Guarantor's Liability.....................................................82 ARTICLE XII Miscellaneous SECTION 12.01 Trust Indenture Act of 1959.............................................................82 SECTION 12.02 Notices.................................................................................82 SECTION 12.03 Certificate and Opinion as to Conditions Precedent......................................84 SECTION 12.04 Statements Required in Certificate or Opinion...........................................84