Common use of Guaranty by Guarantor Clause in Contracts

Guaranty by Guarantor. (a) For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and to induce Lender to enter into this Agreement and to make and maintain Loans to Borrower hereunder, Guarantor hereby irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, to Lender, the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of Borrower to Lender, now existing or hereafter incurred, under this Agreement or any other Credit Document, whether for principal, interest, fees, expenses indemnities or otherwise (including (i) amounts which would become due but for the operation of any automatic stay in any case under the Bankruptcy Code and (ii) interest which would have accrued on the Obligations following the commencement of any Insolvency Proceeding by or against Borrower, whether or not such interest constitutes an allowable claim against Borrower in any such case or Insolvency Proceeding). Guarantor hereby irrevocably and unconditionally agrees that, upon default by Borrower in the payment when due of any amount owing by Borrower hereunder or under any other Credit Document to Lender, Guarantor will immediately pay the same to Lender in Dollars and in immediately available funds, at the place and in the manner specified for such defaulted payment in this Agreement or such other Credit Document and otherwise in accordance with the terms of this agreement and each other Credit Documents, together with any and all reasonable expenses that are incurred by the Lender in collecting the same, without further notice or demand (other than notice to the Guarantor of the amount due Lender hereunder and of Borrower’s failure to make such payment).

Guaranty by Guarantor. (a) For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and to induce Lender to enter into this Agreement and to make and maintain Loans to Borrower hereunder, Guarantor hereby absolutely, irrevocably and unconditionally guaranteesguarantees to JPM and its successors and permitted assigns the due and punctual payment and performance of all Guaranteed Obligations (as defined below) when the same shall become due and payable, in each case after any applicable grace periods or notice requirements, according to the terms of the LLC Agreement, or, if applicable, the relevant Fluid Supply Agreement, as primary obligor the case may be. This Guaranty constitutes a guarantee of payment when due and owing, and not merely as suretyof collection. Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, to Lender, irrespective of the prompt and complete payment when due (whether at validity or enforceability of the stated maturity, by acceleration or otherwise) of all Obligations of Borrower to Lender, now existing or hereafter incurred, under this LLC Agreement or any other Credit DocumentTransaction Document (or, whether for principalif applicable, interestthe relevant Fluid Supply Agreement, feesas the case may be), expenses indemnities any change therein or amendment thereto, the absence of any action to enforce the same, the recovery of any judgment against ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or any action to enforce the same, or any other circumstances which may otherwise (including constitute a legal or equitable discharge or defense of a guarantor or a surety; provided, however, that (i) amounts which would become due but for Guarantor's obligations under this Guaranty shall be subject to defenses available to ONI against enforcement of the operation Guaranteed Obligations (as defined below), other than bankruptcy or insolvency of any automatic stay ONI (or, if applicable, in any the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or defenses relating to the legal existence of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or the power and authority of ONI (or, if applicable, in the case of the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) to enter into and perform under the Bankruptcy Code LLC Agreement or any other Transaction Document or, if applicable, the Fluid Supply Agreements, or the due authorization, execution, delivery and performance by ONI of the LLC Agreement or any other Transaction Document (ii) interest which would have accrued on the Obligations following the commencement of any Insolvency Proceeding by or against Borroweror, whether or not such interest constitutes an allowable claim against Borrower in any such case or Insolvency Proceeding). Guarantor hereby irrevocably and unconditionally agrees thatif applicable, upon default by Borrower in the payment when due case of any amount owing by Borrower hereunder the Fluid Supply Agreements, ORNI 10 or Western States, as the case may be) or the legality, validity and enforceability of ONI's obligations under the LLC Agreement or any other Credit Transaction Document to Lender(or, Guarantor will immediately pay the same to Lender in Dollars and in immediately available fundsif applicable, at the place and in the manner specified for such defaulted payment in this Agreement or such other Credit Document and otherwise in accordance with the terms of this agreement and each other Credit Documents, together with any and all reasonable expenses that are incurred by the Lender in collecting the same, without further notice or demand (other than notice to the Guarantor case of the amount due Lender hereunder and Fluid Supply Agreements, the obligations of Borrower’s failure to make such paymentORNI 10 or Western States, as the case may be, thereunder).

Guaranty by Guarantor. (a) For valuable consideration, Guarantor hereby unconditionally and irrevocably guarantees to the sufficiency Sellers (i) the payment by Purchaser of the Final Merger Consideration and receipt of which are hereby acknowledgedany other amounts payable by Purchaser to the Equity Holders pursuant to this Agreement when and to the extent the same shall become due and payable, and to induce Lender to enter into (ii) the performance by Purchaser of each agreement, condition, covenant, obligation and undertaking of Purchaser under this Agreement and all agreements ancillary thereto or executed in connection therewith, on the terms and subject to make the conditions set forth therein (collectively, the “Guaranteed Obligations”). If Purchaser shall fail to pay any amounts due under this Agreement when and maintain Loans to Borrower hereunderthe extent the same shall become due and payable, or shall fail to perform any of the Guaranteed Obligations in the manner provided in the document giving rise to such Guaranteed Obligation, Guarantor hereby irrevocably and unconditionally guaranteeswill, upon written demand from the Equity Holder Representative, promptly pay or cause to be paid such amount to the Equity Holders or to cause the performance of such Guaranteed Obligation, as primary obligor the case may be. The Guaranteed Obligations under this guaranty shall constitute an absolute and unconditional present and continuing guarantee of payment and performance to the extent provided herein and not merely as suretyof collectability, and shall not be contingent upon any attempt by the Equity Holders to Lender, enforce payment or performance by Purchaser. (b) The Guaranteed Obligations under this guaranty are absolute and unconditional and shall remain in full force and effect without regard to (i) any agreement or modification to any of the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) terms of all Obligations of Borrower to Lender, now existing or hereafter incurred, under this Agreement or any other Credit Documentagreement which may hereafter be made relating thereto, whether for principal, interest, fees, expenses indemnities or otherwise (including (i) amounts which would become due but for the operation of any automatic stay in any each case under the Bankruptcy Code and (ii) interest which would have accrued on the Obligations following the commencement of any Insolvency Proceeding by or against Borrower, whether or not such interest constitutes an allowable claim against Borrower in any such case or Insolvency Proceeding). Guarantor hereby irrevocably and unconditionally agrees that, upon default by Borrower in the payment when due of any amount owing by Borrower hereunder or under any other Credit Document to Lender, Guarantor will immediately pay the same to Lender in Dollars and in immediately available funds, at the place and in the manner specified for such defaulted payment in this Agreement or such other Credit Document and otherwise in accordance with the terms of this agreement Agreement, except to the extent agreed to in writing by the Company or the Equity Holder Representative, as the case may be; (ii) any insolvency, bankruptcy, dissolution, liquidation, reorganization or the like of Guarantor or Purchaser at any time; or (iii) absence of any notice to, or knowledge by, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) and each other Credit Documents, together with (ii). Guarantor shall directly and unconditionally assume all payment and performance Guaranteed Obligations of Purchaser under this Agreement or otherwise. (c) Guarantor unconditionally waives (i) any and all reasonable expenses that are incurred notice of default, non-performance or non-payment under this Agreement and (ii) all notices which may be required by the Lender in collecting the samestatute, without further notice rule of law or demand (other than notice otherwise to the Guarantor preserve intact any rights of the amount due Lender hereunder and Equity Holders against Guarantor, including, any demand, presentment or protest, or proof of Borrower’s failure to make such payment).notice of non- payment under this Agreement. ARTICLE III MERGER CONSIDERATION 3.1

Guaranty by Guarantor. (a) For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and to induce each Lender to enter into this Agreement and to make and maintain Loans to Borrower hereunder, Guarantor hereby irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, to Lender, each Creditor the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations of Borrower to Lendersuch Creditor, now existing or hereafter incurred, under this Agreement or any other Credit Document, whether for principal, interest, fees, expenses indemnities or otherwise (including (i) amounts which would become due but for the operation of any automatic stay in any case under the Bankruptcy Code and (ii) interest which would have accrued on the Obligations following the commencement of any Insolvency Proceeding by or against Borrower, whether or not such interest constitutes an allowable claim against Borrower in any such case or Insolvency Proceeding). Guarantor hereby irrevocably and unconditionally agrees that, upon default by Borrower in the payment when due of any amount owing by Borrower hereunder or under any other Credit Document to Lendera Creditor, Guarantor will immediately pay the same to Lender the Agent (for the benefit of such Creditor) in Dollars and in immediately available funds, at the place and in the manner specified for such defaulted payment in this Agreement or such other Credit Document and otherwise in accordance with the terms of this agreement and each other Credit DocumentsDocument, together with any and all reasonable expenses that are incurred by such Creditor or the Lender Agent in collecting the same, without further notice or demand (other than notice to the Guarantor of the amount due Lender hereunder and of Borrower’s failure to make such payment).