Obligations Guaranteed. Subject to the provisions of this Article II, the Guarantor hereby fully, unconditionally and irrevocably guarantees (a) to each Holder of a Senior Note authenticated and delivered by the Trustee or Authenticating Agent, (i) the full and prompt payment of the principal of, and premium, if any, and interest on, and any Redemption Price with respect to, such Senior Note, when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise in accordance with the terms of such Senior Note and the Indenture and (ii) the full and prompt payment of interest on the overdue principal and interest, if any, on such Senior Note, at the rate specified in such Senior Note and to the extent lawful and (b) to the Trustee the full and prompt payment upon written demand therefor of all amounts due to it in accordance with the terms of the Indenture (collectively the “Guaranteed Obligation”). If for any reason the Company shall fail punctually to pay any such Guaranteed Obligation, the Guarantor hereby agrees to cause any such Guaranteed Obligation to be made punctually when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America. This Guarantee is unsecured and ranks equally in right of payment with all of the Guarantor’s existing and future senior indebtedness.
Obligations Guaranteed. Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Noteholders: (a) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company or such Subsidiary Guarantor) and the Make-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same are due and payable and shall not be deemed to be a guaranty only of the collectibility of such payments and that in consequence thereof each Noteholder may xxx any Subsidiary Guarantor directly upon such principal, interest and other amounts becoming so due and payable.
Obligations Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’ fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors, the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively and to each individually, unless the context otherwise requires.
Obligations Guaranteed. Guarantor hereby guarantees and becomes surety to Buyer for the full, prompt and unconditional payment and performance of the Obligations, when and as the same shall become due, whether at the stated maturity date, by acceleration or otherwise, and the full, prompt and unconditional performance of each term and condition to be performed by Company under the Debentures and the other Transaction Documents. This Guaranty is a primary obligation of Guarantor and shall be a continuing inexhaustible Guaranty. This is a guaranty of payment and not of collection. Buyer may require Guarantor to pay and perform its liabilities and obligations under this Guaranty and may proceed immediately against Guarantor without being required to bring any proceeding or take any action against Company or any other Person prior thereto; the liability of Guarantor hereunder being independent of and separate from the liability of Company, any other guarantor, any other Person, and the availability of other collateral security for the Debentures and the other Transaction Documents.
Obligations Guaranteed. 2 Section 2.02
Obligations Guaranteed. The Guarantor hereby unconditionally guarantees to each of the Beneficiaries, as their respective interests may appear, the full and prompt payment by the Company, when and as the same shall become due and payable, whether at the stated payment date thereof, by acceleration, or otherwise, of, and the faithful performance and compliance with, all payment obligations of the Company under the Guaranteed Company Agreements, the Guaranteed Equipment Notes and the Pass Through Trust Agreements owed to the Beneficiaries strictly in accordance with the terms thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due (such payment obligations, the “Guaranteed Obligations”); provided that in no event shall the “Guaranteed Obligations” include any obligation of the Company with respect to, or determined with respect to, any Refinancing Equipment Notes, Refinancing Certificates, Additional Equipment Notes or Additional Certificates or any liquidity facility with respect to any Refinancing Certificates or Additional Certificates. If for any reason the Company shall fail punctually to pay any such Guaranteed Obligations, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the stated payment date thereof, by acceleration, or otherwise. Any failure by the Guarantor to comply with its obligations in the immediately preceding sentence shall constitute an “Event of Default” under this Guarantee. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America.
Obligations Guaranteed. In consideration of The Toronto-Dominion Bank ("TD") dealing with or continuing to deal with the Customer, you guarantee payment on demand, of all present and future debts and liabilities of the Customer to TD, ("Obligations"), Obligations includes, without limitation, debts and liabilities, both direct and indirect, (whether incurred alone or jointly with others, whether absolute or contingent, whether matured or not matured, and whether for principal, interest or fees) of the Customer under any and all credit facilities, overdrafts, guarantees, letters of credit, indemnities and includes all costs and expenses, including legal fees and expenses, incurred by TD in connection with its dealings with the Customer. You agree to be bound by each of the toy ms and conditions set out below.
Obligations Guaranteed. 3 Section 2.02