Absolute Guarantee Sample Clauses

Absolute Guarantee. The Guarantor's obligations hereunder shall be primary and independent and not be affected by the genuineness, validity, regularity or enforceability of the Obligations or the Operative Document, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations or the amounts indemnified hereunder which might otherwise constitute a defense to this Agreement. The Bank makes no representation or warranty with respect to any such circumstance and has no duty or responsibility whatsoever to the Guarantor with respect to the management and maintenance of the Obligations, the Operative Documents, or any collateral therefor. In the event that any payment to the Bank with respect to any Obligations or other amounts due hereunder is rescinded or must otherwise be returned or is not freely transferable outside the Russian Federation, the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. The Guarantor represents that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action and that this Agreement constitutes its legal, valid and binding obligation.

Absolute Guarantee. The InterCement Guarantee is absolute and unconditional and will not be affected or impaired by: (a) any failure of the Borrower or the Sponsor to comply with any requirement of any law, regulation or order; (b) the dissolution, liquidation, reorganization or other alteration of the legal status or structure of the Borrower or the Sponsor; (c) any purported or actual assignment of the Senior Loans or any part thereof by the Senior Lenders to any other Person; (d) the Common Terms Agreement, the Senior Loan Agreements, any other Financing Document or any of the Guaranteed Obligations being in whole or in part illegal, void, voidable, avoided, invalid, unenforceable or otherwise of limited force and effect; or (e) any other circumstance or occurrence whatsoever that might otherwise constitute a defense available to, or discharge of, the Sponsor or any other guarantor or surety.

Absolute Guarantee. This Letter is a continuous guarantee which shall become valid from the date of signature and remain in force till the date when the Guarantor informs the Guarantee of the cancellation of this Letter. The notice shall take force after the Guarantee receives the notice or on a later date specified in the notice. It is however provided that the said cancellation hereof shall not restrict or terminate any guaranty on related deals already agreed hereunder between the parties before cancellation. To the extent permitted by the applicable laws of the People’s Republic of China (hereinafter referred to as “China”; but for the purpose of this Letter, Hong Kong, Macao or Taiwan shall be excluded), the obligations of the Guarantor hereunder shall be unconditional, and the Guarantor shall waive its right of defense in respect of any of the following: (i) The unenforceability, invalidity or illegality of any Debt; (ii) Any modification, amendment or waiver of any clauses regarding the Debt or any consent regarding any deviation from the debt clauses, including changes to any extension or renewal of any period or terms, or in any payment method or place, made with or without notice to the Guarantor whatsoever; (iii) Any exchange, replacement, release of, or any unfulfilled security interest in, or any damage to any collaterals used to secure the Debt repayment hereunder; (iv) The Principal Debtor loses its capacity, power, authorization or its legal person status required for or incurs any change to its corporate existence, corporate structure or ownership, or it incurs any insolvency, bankruptcy, restructuring, or any other similar procedures that may affect the Principal Debtor or any of its assets or which may cause termination or elimination of any Debt; (v) Any right of claim, right of setoff or other rights that the Guarantor may have from time to time against the Principal Debtor, regardless of whether such rights are related to the transactions contemplated hereunder, to the extent that the provisions herein cannot prevent such claims from being made in any separate litigation or necessary counterclaim; (vi) Any laws, statutes or regulations in any jurisdiction affecting the Debt clauses or the rights of the Guarantee, including but not limited to: (A) The implementation of any such laws, statutes or regulations of the jurisdiction (including prior approval) will forbid the exchange of non-US currencies (as defined below) into US dollars or remittance of fund ...

Absolute Guarantee. I understand and accept that by signing the Merchant Application document, I whether an owner or shareholder, personally guarantee and warrant all sums due or the settlement of any legal action taken against the business entity so listed on this document, the payment of which may be done by automatic debit from any and/or all of my accounts. 47 Assignability: I understand and agree that this contract or accompanying contracts as they relate to the Merchant Operating Guide and Merchant Application, and including, but limited to, the Internet Gateway License, or Point of Sale Equipment, or leasing service, inclusive of all their terms, conditions and Merchant obligations may be assigned to another business entity, trust, individual or financial institution, only at the sole discretion of USMS. Such aforementioned potential assignment is for the benefit of merchant and may facilitate efficient processing of all billing processes. Such assignment, will inure to such third party entity or financial institution all the benefits derived from such contract.

Absolute Guarantee. The Guarantee Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, or be deemed to be satisfied by, nor shall Guarantors be exonerated, discharged or released (by virtue of the provisions of Sections 2809, 2819, 2845, 2848, 2849 or 2850 of the California Civil Code or any other law, rule, arrangement or relationship) by, any of the following events: (a) Lenders' exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guarantee Obligations or any power, right, or remedy with respect to any of the Obligations or the Guarantee Obligations, including: (i) any suspension of Lenders' right to enforce against Borrower, Guarantor or any other guarantor of the Obligations or the Guarantee Obligations; or (ii) any change in the time, manner, or place of payment of, or in any other term of, any or all of the Obligations or the Guarantee Obligations, or any other amendment to, or waiver of, the Long Term Notes, any Related Agreement or any other agreement or instrument governing or evidencing any of the Obligations or the Guarantee Obligations; (b) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of Borrower's or Guarantor's assets or of the assets of any other guarantor of the Obligations, liquidation, winding-up or dissolution of Borrower, Guarantor or any other guarantor of the Obligations; (c) any limitation, discharge, cessation or partial satisfaction of the Obligations, the Guarantee Obligations or the obligations of any other guarantor of the Obligations, whether by operation of any statute, regulation or rule of law or otherwise (but other than full satisfaction) regardless of the intervention or omission of Lenders, or any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, this Guarantee, the Long Term Notes, any other Related Agreement or any other document evidencing any Obligations or Guarantee Obligations; (d) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor of the Obligations; or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor or any other guarantor of the Obligations; (e) any assignment or other transfer, in whole ...

Absolute Guarantee. The Guarantee is absolute and unconditional and will not be affected or impaired by: 3.4.1 any failure of the Company or the Guarantor to comply with any requirement of any applicable law; 3.4.2 any change in the time, manner or place of payment or performance of, or in any other term of, or any increase in the amount of, all or any of the Guaranteed Obligations, or any other amendment or waiver of, or any consent to departure from, this Agreement or any other Financing Document or any other agreement or instrument relating hereto or thereto; 3.4.3 the bankruptcy, dissolution, liquidation, reorganization or other alteration of the legal status or structure of the Company or the Guarantor, including an Insolvency Event; 3.4.4 any purported or actual assignment of any Financing Document or any part thereof by the Beneficiary to any other person; 3.4.5 the absence of any attempt to collect from, or enforce, any of the Guaranteed Obligations, the election of any remedy by or on behalf of the Beneficiary, or the failure to enforce, or the non-enforceability of, any rights or remedies available to the Beneficiary under the other Financing Documents; 3.4.6 any Financing Document or any of the Guaranteed Obligations being in whole or in part illegal, void, voidable, avoided, invalid, unenforceable or otherwise of limited force and effect; or 3.4.7 any other circumstance or occurrence whatsoever that might otherwise constitute a defense available to, or discharge of, the Guarantor or any other guarantor or surety.

Absolute Guarantee. The Guarantee is absolute and unconditional and will not be affected or impaired by: (a) any failure of the Borrower or any Sponsor Party to comply with any requirement of any law, regulation or order; (b) the dissolution of the Borrower or the Sponsor; (c) the liquidation, reorganization or other alteration of the legal status or structure of the Borrower or the Sponsor Guarantor; (d) any purported or actual assignment of any Senior Loan or any part thereof by any Secured Party to any other Person; (e) the Common Terms Agreement, the Senior Loan Agreements, any other Transaction Document or any of the Guaranteed Obligations being in whole or in part illegal, void, voidable, avoided, invalid, unenforceable or otherwise of limited force and effect; (f) the occurrence of the Change in Corporate Form; or (g) any other circumstance or occurrence whatsoever that might otherwise constitute a defense available to, or discharge of, the Sponsor Guarantor or any other guarantor or surety other than payment in full in cash or immediately available funds of the Guaranteed Obligations.

Absolute Guarantee. The Guarantor's obligations under this Guarantee shall not be affected by the genuineness, validity, regularity, or enforceability of the Obligations or of any instrument evidencing the Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral for the Obligations, or by any other circumstances relating to the Obligations which might otherwise constitute a discharge of or defense to this Guarantee. The Lender makes no representation or warranty to the Guarantor regarding such matters, and has no duty or responsibility to disclose to the Guarantor any circumstances that may now or hereafter affect such matters. The Lender shall not be obligated to file any claim relating to the Obligations if the Borrower becomes subject to a bankruptcy, reorganization, or similar proceeding, and the failure of the Lender so to file shall not affect the Guarantor's obligations hereunder. If any payment by the Borrower to the 62 Lender on account of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder for such Obligations as if such payment had not been made. The Guarantor's obligations under this Guarantee constitute a guarantee of payment and not of collection.

Absolute Guarantee. For valuable consideration and to induce CoBank, ACB (“CoBank”) to extend a loan or loans to Dakota Growers Pasta Company, Inc. Carrington, North Dakota (“Borrower”), of which DNA Dreamfields Company, LLC, (“Guarantor”), is a wholly owned subsidiary of Borrower. Guarantor unconditionally and absolutely guarantees and promises to pay to CoBank, or order, on demand, in lawful money of the United States, any and all Indebtedness of Borrower to CoBank; provided that the liability of the Guarantor hereunder shall be limited to the maximum amount of the Indebtedness which Guarantor may guarantee without rendering this Guarantee void or voidable under any applicable fraudulent conveyance or fraudulent transfer law. The word “Indebtedness” is used herein in its more comprehensive sense, and includes any and all advances, debts, obligations and liabilities of Borrower, including but not limited to all principal, interest, fees, expenses and stock subscription charges, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become barred by any statute of limitation, or whether such Indebtedness may be or hereafter become otherwise unenforceable.