Guarantee Continuing Sample Clauses

Guarantee Continuing. This Guarantee is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of the Purchaser or of any holder of any Note in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which the Purchaser or any subsequent holder of a Note would otherwise have. No notice to or demand on the Subsidiary Guarantors in any case shall entitle the Subsidiary Guarantors to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Purchaser or any holder, creator or purchaser to any other or further action in any circumstances without notice or demand.

Guarantee Continuing. (a) Except to the extent otherwise specifically contemplated herein, each Guarantor waives diligence, presentment and protest or other notice of any kind with respect to all Obligations. This Guarantee shall be construed as a continuing guarantee of performance of all Obligations owing to each Guaranteed Party by the Subsidiaries under the applicable Agreements and not a guarantee of collection. (b) Except as set forth in Section 3 above, when pursuing its rights and remedies under this Guarantee against any Guarantor, each Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the applicable Subsidiary, the other Guarantor or any other guarantor, unless and until all the Obligations owing to such Guaranteed Party shall have been satisfied by payment in full. Any failure by a Guaranteed Party to pursue any such rights or remedies, or to collect any amounts from the applicable Subsidiary, the other Guarantor or any other guarantor, shall not relieve such Guarantor from its obligations under this Guarantee. (c) This Guarantee shall remain in full force and effect and be binding upon each Guarantor and their respective successors and assigns, and shall inure to the benefit of each Guaranteed Party and the respective successors, indorsees, transferees and assigns of each Guaranteed Party (to the extent that the Obligations have been transferred and are owing to such successor, indorsee, transferee or assign in accordance with the applicable Agreement), until all the Obligations owing to each Guaranteed Party and the obligations of each Guarantor under this Guarantee, and the SCA Undertakings, shall have been satisfied by performance and undertaking in full. A Guarantor may merge with another entity or sell all or substantially all of its assets to another entity only if the successor entity delivers to the Guaranteed Party a written instrument unconditionally assuming and agreeing to perform all of such Guarantor’s obligations under this Guarantee.