Unconditional Guarantees. For value received, the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantee to the Owners and to the Trustee the due and punctual payment of the Company Obligations, when and as such Company Obligations shall become due and payable according to the terms of the Indenture and this Agreement. The guarantees by the Guarantors set forth in this Section 2 of Exhibit A are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantors’ liability shall extend to all amounts that constitute part of the Company Obligations and would be owed by the Company under the Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Failing payment when due of any amount guaranteed pursuant to the Guarantees, for whatever reason, each Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Company Obligations, the Guarantees or this Agreement, the absence of any action to enforce the same, any waiver or consent by any party with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the Company Obligations under this Agreement, whether at the maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Owners or, subject to Section 9.04 of the Indenture, by the Owners, on the terms and conditions set forth in the Indenture, directly a...
Unconditional Guarantees. (a) For value received, the Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders and to the Trustee the due and punctual payment of the principal of and premium, if any, Additional Amounts, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantees) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, Additional Amounts, if any, and interest and such other amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Securities and this Indenture. The guarantees by the Guarantor set forth in this Article IX are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company under this Indenture and the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.
Unconditional Guarantees. (a) For value received, the Guarantors, jointly and severally, hereby fully, unconditionally and absolutely guarantee (the "Guarantees") to the Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the stated maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of the Securities and this Indenture.
Unconditional Guarantees. 32 Section 9.02. Severability..........................................33 Section 9.03. Release of a Subsidiary Guarantor.....................34 Section 9.04. Limitation of a Guarantor's Liability.................34 Section 9.05. Guarantors May Consolidate, etc., on Certain Terms....34 Section 9.06. Contribution..........................................35 Section 9.07.
Unconditional Guarantees. (a) All of the Company’s existing and future Subsidiaries that are guarantors of the Credit Facilities or other indebtedness for borrowed money will be required to unconditionally guarantee all obligations in respect of the 2020 Notes for so long as they remain guarantors under the Credit Facilities or such other indebtedness.
Unconditional Guarantees. (a) Hovnanian and each of the other Guarantors hereby (and will so long, in the case of a Restricted Subsidiary, as it remains a Restricted Subsidiary) Guarantee the Notes in accordance with the provisions of Article Thirteen of the Base Indenture.
Unconditional Guarantees. (a) For value received, the Guarantors, jointly and severally, hereby fully, unconditionally and absolutely guarantee (the "Guarantees") to the Holders and to the Trustee the complete and punctual payment and performance by the Company of the obligations of the Company under the Indenture (the "Obligations"), and further agree to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Trustee or the Holders in enforcing their rights under the Guarantees.
Unconditional Guarantees. (a) If any Notes of or within a series are specified to be guaranteed by the Subsidiary Guarantors, then each of the Subsidiary Guarantors hereby fully and unconditionally guarantees, jointly and severally, to each Holder of any such Note which is authenticated and delivered by the Trustee and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest, and including any additional interest required to be paid according to the terms of any such Note), if any, on each such Note, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for with respect to any such Note, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture and all other obligations of the Company hereunder (the "Guarantor Obligations"). In case of the failure of the Company or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, each of the Subsidiary Guarantors hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company.
Unconditional Guarantees. 72 SECTION 15.02 Execution and Delivery of Notation of Guarantees............................74 INDENTURE, dated as of ______________, 200_, among DEVON FINANCING CORPORATION, U.L.C. an unlimited liability company duly organized under the laws of Nova Scotia, Canada (herein called the "Company"), having its principal office at 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260, Dexxx Xxxxxx Xxxxxxxxxxx, x Xxxxxxxx xxxxxxxxxxx (xxx "Xxxxxxxxx"), and _____________, a _____________, having its principal corporate trust office at ________________________, as Trustee (herein called the "Trustee").
Unconditional Guarantees. 69 Section 12.02 Limitations on Guarantees............................... 71 Section 12.03 Execution and Delivery of Guarantees.................... 72 Section 12.04 Release of a Subsidiary Guarantor....................... 72
