Continuing Liability of Guarantor Sample Clauses

Continuing Liability of Guarantor. If Guarantor requests a release of its liability under the Guaranty in connection with a Transfer which is permitted, preapproved, or approved by Lender pursuant to this Article VII, and Borrower has provided a replacement Guarantor acceptable to Lender under the terms of Section 7.05(a)(ix)(B), then one of the following will apply:
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Continuing Liability of Guarantor. If, after receipt of any payment of all or any part of the Guaranteed Obligations, the Guaranteed Party is compelled, required or ordered or agrees, whether for settlement purposes or otherwise, to surrender such payment to any Person for any reason (including, without limitation, a determination that such payment is void or voidable as a preference or fraudulent conveyance, an impermissible setoff, or a diversion of trust funds), then this Agreement shall continue in full force and effect, and the Guarantor shall be fully liable for hereunder, and shall indemnify, defend and hold harmless the Guaranteed Party with respect to, the full amount so surrendered. The provisions of this paragraph shall survive the cancellation, release or other termination of this Agreement or any other agreement or instrument, the release of any collateral or other property and/or any other action which the Guaranteed Party may have taken, whether in reliance upon receipt of such payment or otherwise.
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Continuing Liability of Guarantor. In the event the Guaranteed Obligations are paid in whole or in part by Seller, the liability of Guarantor pursuant to this Guaranty shall continue and remain in full force and effect in the event that all or any part of any such payment is recovered by Seller or its successors from a Guaranteed Party as a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law. Each of the Guaranteed Parties agrees to take all actions that are reasonably appropriate to defend against any such attempt to recover all or part of any such payment.
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Continuing Liability of Guarantor. The liability of Guarantor shall continue notwithstanding the incapacity, lack of authority (subject to Section 22), dissolution, reorganization, termination, death or disability of, any other or others including, without limitation Lessee, and any co-guarantors or sureties, and the failure by Owner or its transferees to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of any other or others including without limitation Lessee and any co-guarantors or sureties, or to seek any relief from any stay, restraining order, injunction or other restraint or exercise of any remedy or recourse with respect to any other or others, including without limitation Lessee and any co-guarantors or sureties or collateral, shall not operate to release Guarantor from liability hereunder. Guarantor hereby knowingly and irrevocably waives and agrees not to take advantage of any defense premised upon any election of remedies by Owner in any action hereunder or for the enforcement of the Obligation.
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Continuing Liability of Guarantor. (a) If any claim is ever made upon the Administrative Agent or any Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such Secured Party or any of its property or (ii) any settlement or compromise of any such claim effected by such Secured Party with any such claimant (including, without limitation, the Borrowers or any other Guaranteed Party) then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any Note or any other instrument evidencing any liability of the Borrowers or any other Guaranteed Party and the Guarantor shall be and remain liable to the aforesaid Secured Parties hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such Secured Party.
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Continuing Liability of Guarantor 
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Related to Continuing Liability of Guarantor

  • Liability of Guarantors Absolute Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

  • Limitation of Guarantor's Liability Each Guarantor and by its acceptance of Notes, each Holder, confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

  • Continuing Liability The termination of this Agreement for any reason shall not release either Party from any liability, obligation or agreement which has already accrued at the time of termination. Termination of this Agreement for any reason shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law or otherwise, or which may arise out of or in connection with such termination.

  • Discharge of Guaranty Upon Sale of Guarantor If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

  • Termination of Guarantee (a) This Guarantee shall terminate upon the occurrence of the following events:

  • Termination of Guaranty The termination or attempted termination of any guaranty by any guarantor of the Liabilities.

  • Benefit of Guaranty Each Borrower agrees that the provisions of this Section 12 are for the benefit of Agent and Lenders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Borrower and Agent or Lenders, the obligations of such other Borrower under the Loan Documents.

  • Reinstatement of Guaranty This Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

  • Limitation of Guaranty Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

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