Common use of Guarantied Obligations Clause in Contracts

Guarantied Obligations. Each Guarantor hereby irrevocably and unconditionally jointly and severally guarantees to Agent, for the benefit of the Lender Group and the Bank Product Providers, as and for its own debt, until the final payment in full thereof, in cash, has been made, (a) the due and punctual payment of the Guarantied Obligations, when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of all of the agreements, conditions, covenants, and obligations of the Borrowers contained in the Credit Agreement and under each of the other Loan Documents. As an original and independent obligation under this Guaranty, each Guarantor shall (a) indemnify Agent, each member of the Lender Group and each Bank Product Provider and keep Agent, each member of the Lender Group and each Bank Product Provider indemnified against any cost, loss, expense or liability of whatever kind resulting from the failure by a Borrower to make due and punctual payment of any of the Guarantied Obligations or resulting from any of the Guarantied Obligations being or becoming void, voidable, unenforceable or ineffective against any Borrower (including, but without limitation, all legal and other costs, charges and expenses incurred by Agent, the Lender Group or the Bank Product Providers, or any of them in connection with preserving or enforcing, or attempting to preserve or enforce its rights under this Guaranty); and (b) pay on demand the amount of such cost, loss, expense or liability whether or not Agent, the Lender Group or the Bank Product Providers have attempted to enforce any rights against any Borrower or any other person or otherwise.

Guarantied Obligations. Each Guarantor Guarantor, in consideration of the execution and delivery of the Note Purchase Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably and unconditionally irrevocably, unconditionally, absolutely, jointly and severally guarantees guarantees, on a continuing basis, to Agent, for the benefit of the Lender Group and the Bank Product Providerseach Noteholder, as and for its the Guarantor's own debt, until the final and indefeasible payment in full thereof, in cash, has been made: the due and punctual payment by the Company of the principal of, and interest, and the Make-Whole Amount (aif any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Guarantied ObligationsCompany to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirementor optional prepayment, by acceleration, acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor the Guarantors that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers Company of all of the duties, agreements, conditions, covenants, covenants and obligations of the Borrowers Company contained in the Credit Note Purchase Agreement and under each the Notes. All of the other Loan Documents. As an original and independent obligation under this Guaranty, each Guarantor shall obligations set forth in subsection (a) indemnify Agentand subsection (b) of this Section 2.1 are referred to herein as the "Guarantied Obligations" and the guaranty thereof contained herein is a primary, original and immediate obligation of each member Guarantor and is an absolute, unconditional, continuing and irrevocable guaranty of payment and performance and shall remain in full force and effect until the Lender Group full, final and each Bank Product Provider and keep Agent, each member of the Lender Group and each Bank Product Provider indemnified against any cost, loss, expense or liability of whatever kind resulting from the failure by a Borrower to make due and punctual indefeasible payment of any of the Guarantied Obligations or resulting from any of the Guarantied Obligations being or becoming void, voidable, unenforceable or ineffective against any Borrower (including, but without limitation, all legal and other costs, charges and expenses incurred by Agent, the Lender Group or the Bank Product Providers, or any of them in connection with preserving or enforcing, or attempting to preserve or enforce its rights under this Guaranty); and (b) pay on demand the amount of such cost, loss, expense or liability whether or not Agent, the Lender Group or the Bank Product Providers have attempted to enforce any rights against any Borrower or any other person or otherwiseObligations.

Guarantied Obligations. Each Guarantor Guarantors hereby irrevocably irrevocably, unconditionally, and unconditionally jointly and severally guarantees guarantee to AgentBeneficiary, as and for each of the Guarantors' own debt, throughout the entire period in which any monies shall remain due and owing from T & D to Beneficiary under the Loan, the punctual payment of any and all amounts due and owing by T & D to Beneficiary under the Loan and the faithful and timely performance of all other obligations and duties of T & D under the promissory note evidencing the Loan ( Note ) and under the Short Form Deed of Trust and Assignment of Rents ( Deed of Trust ), dated October 20, 1997, from Maker, as Trustor, to Nevada Title Company, as Trustee for the benefit of Holder Deed of Trust securing the Lender Group same (collectively, "Guarantied Obligations"). Notwithstanding any other provision hereof, is understood and agreed by the Bank Product ProvidersGuarantors that, as and to the extent that the Deed of Trust is not duly executed or recorded, or is for its own debtany reason whatsoever reconveyed, until annulled, voided, or otherwise rendered or deemed unenforceable, other than for the final payment repayment in full thereof, in cash, has been made, (a) the due and punctual payment of the Note and Loan the Guarantors obligations hereunder shall remain in full force and effect as to all other Guarantied Obligations. The Guarantors further guarantee that the proceeds of the Loan, when and as along with $25,000.00 of additional funds, shall be paid to the same shall become due and payableInternal Revenue Service for federal taxes, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being interest and/or penalties. It is the intent of each Guarantor Guarantors that the guaranty set forth herein shall be a guaranty of payment and performance and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of all of the agreements, conditions, covenants, and obligations of the Borrowers contained in the Credit Agreement and under each of the other Loan Documents. As an original and independent obligation under this Guaranty, each Guarantor shall (a) indemnify Agent, each member of the Lender Group and each Bank Product Provider and keep Agent, each member of the Lender Group and each Bank Product Provider indemnified against any cost, loss, expense or liability of whatever kind resulting from the failure by a Borrower to make due and punctual payment of any of the Guarantied Obligations or resulting from any of the Guarantied Obligations being or becoming void, voidable, unenforceable or ineffective against any Borrower (including, but without limitation, all legal and other costs, charges and expenses incurred by Agent, the Lender Group or the Bank Product Providers, or any of them in connection with preserving or enforcing, or attempting to preserve or enforce its rights under this Guaranty); and (b) pay on demand the amount of such cost, loss, expense or liability whether or not Agent, the Lender Group or the Bank Product Providers have attempted to enforce any rights against any Borrower or any other person or otherwise.

Guarantied Obligations. Each Guarantor Guarantor, jointly and severally, hereby irrevocably and unconditionally jointly and severally guarantees guaranties to Agent, for the benefit of the Lender Group and the Bank Product ProvidersBeneficiaries, as and for its own debt, until the final payment in full thereof, in cash, thereof has been made, (a) the due and punctual payment of the Guarantied Obligations, in each case when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection; and (b) provided, however, that each Guarantor shall be liable under this Guaranty for the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers maximum amount of all of the agreements, conditions, covenants, and obligations of the Borrowers contained in the Credit Agreement and under each of the other Loan Documents. As an original and independent obligation under such liability that can be incurred without rendering this Guaranty, each as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. Each Guarantor shall represents and warrants that (ai) indemnify Agentneither this Guaranty nor any collateral security therefor has been given with an intent to hinder, each member delay or defraud any creditor of such Guarantor; (ii) the present fair saleable value of the Lender Group and each Bank Product Provider and keep Agent, each member assets of the Lender Group Top Borrower and each Bank Product Provider indemnified against any costits Subsidiaries (including such Guarantor), losson a consolidated basis, expense or liability is greater than the total amount of whatever kind resulting from the failure by a Borrower to make due and punctual payment of any liabilities, including contingent liabilities, of the Guarantied Obligations Top Borrower and its Subsidiaries (including such Guarantor), on a consolidated basis (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or resulting from any of the Guarantied Obligations being or becoming void, voidable, unenforceable or ineffective against any Borrower (including, but without limitation, all legal and other costs, charges and expenses incurred by Agent, the Lender Group or the Bank Product Providers, or any of them in connection with preserving or enforcing, or attempting to preserve or enforce its rights under this Guarantymatured liability); and (biii) the Top Borrower and its other Subsidiaries (including such Guarantor), on a consolidated basis, are able to pay their debts and liabilities (including, without limitation, contingent and subordinated liabilities) as they become absolute and mature in the ordinary course of business on demand their respective stated maturities and are otherwise “solvent” within the amount of such cost, loss, expense or liability whether or not Agent, the Lender Group or the Bank Product Providers have attempted meaning given that term and similar terms under applicable laws relating to enforce any rights against any Borrower or any other person or otherwisefraudulent transfers and conveyances.