Guaranteed Obligations. The Guarantor does hereby irrevocably and unconditionally guarantee as primary obligor and not as surety to each of the Lessee, the Owner Lessor, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investor, when due, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Equity Investor Transferee under and in accordance with the terms of the Guaranteed Agreements, 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, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of the Equity Investor Transferee under any Guaranteed Agreement, then the Guarantor (i) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation".
Appears in 2 contracts
Samples: Participation Agreement (Ormat Technologies, Inc.), Participation Agreement (Ormat Technologies, Inc.)
Guaranteed Obligations. The To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor does hereby irrevocably jointly and unconditionally guarantee severally (subject to Section 20, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender Provided Hedge or Other Lender‑Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the full and not as surety to each punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the LesseeUnited States or any similar Laws of any country or jurisdiction) of all Obligations, the Owner Lessorand all extensions, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investormodifications, when duesubstitutions, amendments or renewals thereof, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether such Obligations are direct or indirect, primary secured or secondary, absolute Exhibit G to Participation Agreement or contingentunsecured, joint or several, and whether now absolute or hereafter existing or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and (b) including Obligations arising or accruing after the full commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and prompt performance including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Equity Investor Transferee Loan Documents or are made in circumstances in which any condition to extension of each credit is not satisfied) (all such Obligations are referred to, collectively, as the "Guaranteed Obligations" and every dutyeach, agreementas a "Guaranteed Obligation"). Notwithstanding anything to the contrary contained herein, covenant, undertaking, indemnity Guaranteed Obligations shall specifically exclude any and obligation all Excluded Hedge Liabilities. Without limitation of the Equity Investor Transferee foregoing, any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under and the Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the terms of the Guaranteed Agreements, 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, taking into account applicable notice and grace periodsCredit Agreement. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation In furtherance of the Equity Investor Transferee under any Guaranteed Agreementforegoing, then the each Guarantor jointly and severally (isubject to Section 20, if applicable) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively agrees as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"follows.
Appears in 1 contract
Samples: Credit Agreement (Glatfelter P H Co)
Guaranteed Obligations. The (a) Guarantor does hereby irrevocably and unconditionally guarantee as primary obligor and not as surety guarantees to each of Beneficiary the Lessee, the Owner Lessor, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual prompt payment to the Person entitled to receive such payment from the Equity Investor, when due, whether by acceleration or otherwise, of all amounts payable as and when the same shall become due and payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or severalObligor under, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee Obligor of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Equity Investor Transferee Obligor under and in accordance with the terms of of, the Guaranteed Agreements, in each case 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, taking into account applicable notice and grace periods. The (b) Guarantor hereby agrees that if for any reason (including, without limitation, the Equity Investor Transferee liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, Obligor) Obligor shall fail to pay fully and promptly to pay any amount payable at any time under any of the Guaranteed Agreement, Agreements as and when the same shall become due and payable, or if the Equity Investor Transferee Obligor shall fail to perform and discharge any duty, agreement, covenant, undertaking indemnity or obligation of the Equity Investor Transferee Obligor under any of the Guaranteed AgreementAgreements, then the Guarantor (i) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, Beneficiary and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking indemnity or obligation, shall promptly cause the same to be promptly performed and discharged. (c) The amounts payable byby (including, without limitation, any penalties or default amounts), and the duties, agreements, covenants, undertakings indemnities and obligations of, the Equity Investor Transferee Obligor hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"." 2.2
Appears in 1 contract
Samples: Stock Purchase Agreement
Guaranteed Obligations. The To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor does hereby irrevocably jointly and unconditionally guarantee severally (subject to Section 18, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender-Provided Interest Rate Hedge; and becomes surety, as though it was a primary obligor for, the full and not as surety to each punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the LesseeUnited States or any similar laws of any country or jurisdiction) of all Obligations, the Owner Lessorand all extensions, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investormodifications, when duesubstitutions, amendments or renewals thereof, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether such Obligations are direct or indirect, primary secured or secondary, absolute Exhibit G to Participation Agreement or contingentunsecured, joint or several, and whether now absolute or hereafter existing or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and (b) including Obligations arising or accruing after the full commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and prompt performance including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Equity Investor Transferee Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the "Guaranteed Obligations" and each and every duty, agreement, covenant, undertaking, indemnity and obligation as a "Guaranteed Obligation"). Without limitation of the Equity Investor Transferee foregoing, any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under and the Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the terms of the Guaranteed Agreements, 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, taking into account applicable notice and grace periodsCredit Agreement. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation In furtherance of the Equity Investor Transferee under any Guaranteed Agreementforegoing, then the each Guarantor jointly and severally (isubject to Section 18, if applicable) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively agrees as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"follows.
Appears in 1 contract
Samples: Credit Agreement (Glatfelter P H Co)
Guaranteed Obligations. The To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor does hereby irrevocably jointly and unconditionally guarantee severally (subject to Section 20, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender Provided Hedge or Other Lender-Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the full and not as surety to each punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the LesseeUnited States or any similar Laws of any country or jurisdiction) of all Obligations, the Owner Lessorand all extensions, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investormodifications, when duesubstitutions, amendments or renewals thereof, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether such Obligations are direct or indirect, primary secured or secondary, absolute Exhibit G to Participation Agreement or contingentunsecured, joint or several, and whether now absolute or hereafter existing or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and (b) including Obligations arising or accruing after the full commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and prompt performance including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Equity Investor Transferee Loan Documents or are made in circumstances in which any condition to extension of each credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and every dutyeach, agreementas a “Guaranteed Obligation”). Notwithstanding anything to the contrary contained herein, covenant, undertaking, indemnity Guaranteed Obligations shall specifically exclude any and obligation all Excluded Hedge Liabilities. Without limitation of the Equity Investor Transferee foregoing, any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under and the Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the terms of the Guaranteed Agreements, 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, taking into account applicable notice and grace periodsCredit Agreement. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation In furtherance of the Equity Investor Transferee under any Guaranteed Agreementforegoing, then the each Guarantor jointly and severally (isubject to Section 20, if applicable) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively agrees as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"follows.
Appears in 1 contract
Guaranteed Obligations. The To induce the Lenders to make loans and grant other financial accommodations to the Borrower under the Credit Agreement, each Guarantor does hereby irrevocably jointly and unconditionally guarantee severally, unconditionally, and irrevocably, guaranties to the Administrative Agent and each Lender; and becomes surety, as though it was a primary obligor for, the full and not as surety to each punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the LesseeUnited States or any similar Laws of any country or jurisdiction) of all Obligations, the Owner Lessorand all extensions, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investormodifications, when duesubstitutions, amendments or renewals thereof, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether such Obligations are direct or indirect, primary secured or secondary, absolute Exhibit G to Participation Agreement or contingentunsecured, joint or several, and whether now absolute or hereafter existing or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and (b) including Obligations arising or accruing after the full commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and prompt performance including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Equity Investor Transferee Loan Documents or are made in circumstances in which any condition to extension of each credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and every dutyeach, agreement, covenant, undertaking, indemnity and obligation as a “Guaranteed Obligation”). Without limitation of the Equity Investor Transferee foregoing, any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under and the Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the terms of the Guaranteed Agreements, 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, taking into account applicable notice and grace periodsCredit Agreement. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation In furtherance of the Equity Investor Transferee under any Guaranteed Agreementforegoing, then the each Guarantor (i) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, jointly and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively severally agrees as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"follows.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Glatfelter Corp)
Guaranteed Obligations. The Guarantor does Each Guarantor, jointly and severally, hereby irrevocably and unconditionally guarantee guaranties to the Beneficiaries, as primary obligor and not as surety to each of the Lesseefor its own debt, until final and indefeasible payment thereof has been made, the Owner Lessor, the Indenture Trustee due and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investor, when due, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Equity Investor Transferee under and in accordance with the terms of the Guaranteed AgreementsObligations, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, in each case when and whether now or hereafter existing or due or to become due, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, whether at maturity, by acceleration, or if otherwise; it being the Equity Investor Transferee intent of each Guarantor that the guaranty set forth herein shall fail be a guaranty of payment and not a guaranty of collection; provided, however, that each Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be incurred without rendering this Guaranty, as it relates to perform such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and discharge not for any dutygreater amount. Each Guarantor represents and warrants to the Beneficiaries that (i) neither this Guaranty nor any collateral security therefor has been given with an intent to hinder, agreementdelay or defraud any creditor of such Guarantor; (ii) such Guarantor is not engaged, covenantor about to engage, undertaking in any business or obligation transaction for which its assets (other than those necessary to satisfy its obligations under this Guaranty or those given as collateral security for such obligations) are unreasonably small in relation to the business or transaction, nor does such Guarantor intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they become due; and (iii) such Guarantor is not insolvent at the time it gives this Guaranty, and the giving of the Equity Investor Transferee under this Guaranty and any Guaranteed Agreementcollateral security provided in connection herewith will not result in such Guarantor becoming insolvent. Each Guarantor hereby covenants and agrees that, then the as long as this Guaranty remains in effect, such Guarantor (i) shall incur no indebtedness beyond its ability to repay the same in full in accordance with the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, terms thereof and (ii) shall not take any action, or suffer to occur any omission, which could give rise to a claim by any third party to set aside this Guaranty or any collateral given in connection herewith, or in any manner impair the event of any failure to perform Beneficiaries’ rights and discharge any such other duty, agreement, covenant, undertaking privileges hereunder or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"thereunder.
Appears in 1 contract
Guaranteed Obligations. The To induce the Agent and the Banks to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor does hereby irrevocably jointly and unconditionally guarantee severally unconditionally, and irrevocably, guaranties to the Agent, each Bank and any IRH Provider; and becomes surety, as though it was a primary obligor for, the full and not as surety to each punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the LesseeUnited States or any similar laws of any country or jurisdiction) of all Obligations, the Owner Lessorand all extensions, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investormodifications, when duerenewals, refinancings or refundings thereof, whether by acceleration such obligations, liabilities, or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether indebtedness are direct or indirect, primary secured or secondary, absolute Exhibit G to Participation Agreement or contingentunsecured, joint or several, and whether now absolute or hereafter existing or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and (b) including obligations, liabilities, and indebtedness arising or accruing after the full commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and prompt performance including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Equity Investor Transferee Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such obligations, liabilities and indebtedness are referred to, collectively, as the "Guaranteed Obligations" and each and every duty, agreement, covenant, undertaking, indemnity and obligation as a "Guaranteed Obligation"). Without limitation of the Equity Investor Transferee foregoing, any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Agent or any of the Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under and the Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the terms of the Guaranteed Agreements, 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, taking into account applicable notice and grace periodsCredit Agreement. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation In furtherance of the Equity Investor Transferee under any Guaranteed Agreementforegoing, then the each Guarantor (i) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, jointly and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively severally agrees as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"follows.
Appears in 1 contract
Samples: Credit Agreement (Glatfelter P H Co)
Guaranteed Obligations. The Each Guarantor does hereby irrevocably jointly and unconditionally severally covenants and agrees to advance or make provisions for such an advance, on the terms set forth below, the funds required to fund Operating Deficits incurred by the Owner during the Guaranty Period (the “Guaranteed Obligations”). Nothing contained in this Agreement shall be deemed to constitute a guarantee as primary obligor by the Guarantors of accelerated principal and not as surety interest on the Loan. If the Owner anticipates the need to each of request the LesseeGuarantors to make a payment under this Guaranty to fund an Operating Deficit, the Owner Lessorwill promptly notify the Guarantors, in writing, with a copy to the Issuer, the Indenture Trustee Fiscal Agent and the Noteholders Issuer Servicer of the amount of such Operating Deficit (with sufficient supporting documentation to evidence the need to make a payment under this Guaranty). Unless the Issuer or the Issuer Servicer objects to such request within ten (10) days of receipt of such request and their respective successors supporting documentation, the Guarantors shall promptly provide the Owner with funds sufficient to pay the amount of such Operating Deficit and permitted assigns (each promptly upon receipt of such funds, the Owner shall pay the Development Expenses causing such Operating Deficit. Notwithstanding the foregoing, the Issuer, the Issuer Servicer or the Fiscal Agent may submit a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment request directly to the Person entitled Guarantors, on behalf of the Owner, to receive make a payment under this Guaranty upon making a determination of the existence of an Operating Deficit. Failure of the Owner to provide such payment from a request and/or notice to the Equity Investor, when due, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectivelyIssuer, the "Guaranteed Agreements"), however created, arising Fiscal Agent or evidenced, whether direct the Issuer Servicer or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and obligation failure of the Equity Investor Transferee under and in accordance with Guarantors to pay such Operating Deficit, shall neither impair nor reduce the terms Guarantors’ obligation to pay any of the Guaranteed AgreementsObligations hereunder upon direct written demand by the Issuer, however createdthe Fiscal Agent or the Issuer Servicer. Upon payment of such Operating Deficit by the Guarantors, 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, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become be credited towards the Guaranteed Obligations. The Issuer, the Issuer Servicer or the Fiscal Agent shall also be entitled to make a claim under this Guaranty to fund any Guaranteed Obligation during the Guaranty Period (excluding amounts which may be due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation solely by acceleration of the Equity Investor Transferee under Note) by submission of a written demand notice to the Guarantors. After termination of this Guaranty as provided herein, neither the Fiscal Agent, the Issuer, the Issuer Servicer nor any Guaranteed Agreement, then the Guarantor (i) in the event of any such failure other party shall be entitled to make a claim under this Guaranty. This is a guaranty of payment and not of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable bycollection only, and the dutiesobligations hereunder shall be absolute, agreementsindependent and unconditional under any and all circumstances, covenantswithout regard to the validity or enforceability of the Loan Documents against the Owner. Upon the termination of the Guaranty Period, undertakings and obligations of, this Guaranty shall be returned to the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"Guarantors marked “cancelled.”
Appears in 1 contract
Samples: manateehfa.org
Guaranteed Obligations. The Guarantor does hereby irrevocably absolutely and unconditionally guarantee as primary obligor guarantees the punctual and not as surety to each complete performance when due of all present and future obligations of the Lessee, Borrower under the Owner Lessor, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") Agreement to (a) construct and complete the punctual payment to the Person entitled to receive such payment from the Equity Investor, when due, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and Improvements in accordance with the Operative Documents requirements of the Agreement free and clear of all Lien Claims, (b) pay all costs and expenses relating to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become duesuch construction, and (bd) discharge all Lien Claims arising in connection with the full Project or otherwise affecting any of the Collateral, in each case as such obligations may from time to time be supplemented, modified, amended, renewed and prompt performance extended, whether evidenced by new or additional Documents or otherwise (the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and “Guaranteed Obligations”). Without limiting any other obligation of the Equity Investor Transferee Guarantor or Remedy of the Lender under this Guaranty, if the Borrower defaults in the performance of any Guaranteed Obligations or any Event of Default occurs and is continuing, then: (i) the Lender may, with or without notice or demand, (A) enter into such contracts and take such other action as the Lender deems appropriate to complete or partially construct all or any part of the Improvements, subject to such modifications and other changes in accordance the Project or the plan of development as the Lender may deem appropriate, (B) pay any costs and expenses deemed necessary or desirable by the Lender in connection with any such action and any unpaid costs or expenses incurred by the Borrower relating to construction of the Improvements (in each case whether or not such costs and expenses are contemplated by, or in excess of amounts set forth in, the Project Budget or any applicable Line Item Budget delivered to the Lender), and (C) pay such other amounts and take such other action as the Lender may deem appropriate to discharge any Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral (the Lender reserving the right to suspend or terminate any such action at any time), and the Guarantor shall pay to the Lender, on demand, all costs and expenses of the Lender in taking any such action (whether or not the Lender has suspended or terminated such action), together with interest at the Alternate Rate from the date of expenditure until the date of repayment to the Lender; and (ii) whether or not the Lender has previously taken any such action or has suspended or terminated such action, the Guarantor shall, upon demand by the Lender, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of the Guarantor, the Lender reserving the right to proceed under clause (i) above if the Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of its obligations under this Guaranty and the payment of all costs and expenses of construction not otherwise provided for below, and further subject to such additional terms, conditions and procedures as the Lender may reasonably require, the Lender shall make available for payment of costs and expenses of construction set forth in the Project Budget or any applicable Line Item Budget delivered to the Lender an amount equal to any additional funds that the Lender may otherwise have been required to disburse for such costs and expenses under the terms of the Guaranteed Agreements, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, Agreement as determined by the Lender in its sole discretion (but in no event to exceed an amount equal to the undisbursed proceeds of the Loan and whether now or hereafter existing or due or any Borrower’s Funds held by the Lender to become due, taking into account applicable notice and grace periods. The Guarantor hereby agrees the extent that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payablewould otherwise have been available for disbursement for such purposes), or if provided that the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation Lien of the Equity Investor Transferee under any Guaranteed AgreementTrust Deed (if not previously foreclosed) is a first priority Lien with respect to such amounts, then the Guarantor (i) in the event of any such failure subject only to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"Permitted Prior Exceptions.
Appears in 1 contract
Samples: Calprop Corp
Guaranteed Obligations. The Guarantor does hereby irrevocably absolutely and unconditionally guarantee as primary obligor guarantees the punctual and not as surety to each complete performance when due of all present and future obligations of the Lessee, Borrower under the Owner Lessor, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") Agreement to (a) construct and complete the punctual payment to the Person entitled to receive such payment from the Equity Investor, when due, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and Improvements in accordance with the Operative Documents requirements of the Agreement free and clear of all Lien Claims, (b) pay all costs and expenses relating to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become duesuch construction, and (bc) discharge all Lien Claims arising in connection with the full Project or otherwise affecting any of the Collateral, in each case as such obligations may from time to time be supplemented, modified, amended, renewed and prompt performance extended, whether evidenced by new or additional Documents or otherwise (the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and “Guaranteed Obligations”). Without limiting any other obligation of the Equity Investor Transferee Guarantor or Remedy of the Bank under this Guarantee, if the Borrower defaults in the performance of any Guaranteed Obligations or any Event of Default occurs and is continuing, then: (i) the Bank may, with or without notice or demand, (A) enter into such contracts and take such other action as the Bank deems appropriate to complete or partially construct all or any part of the Improvements, subject to such modifications and other changes in accordance the Project or the plan of development as the Bank may deem appropriate, (B) pay any costs and expenses deemed necessary or desirable by the Bank in connection with any such action and any unpaid costs or expenses incurred by the Borrower relating to construction of the Improvements (in each case whether or not such costs and expenses are contemplated by, or in excess of amounts set forth in, the Project Budget or any applicable Line Item Budget delivered to the Bank), and (C) pay such other amounts and take such other action as the Bank may deem appropriate to discharge any Lien Claims arising in connection with the Project or otherwise affecting any of the Collateral (the Bank reserving the right to suspend or terminate any such action at any time), and the Guarantor shall pay to the Bank, on demand, all costs and expenses of the Bank in taking any such action (whether or not the Bank has suspended or terminated such action), together with interest at the Alternate Rate from the date of expenditure until the date of repayment to the Bank; and (ii) whether or not the Bank has previously taken any such action or has suspended or terminated such action, the Guarantor shall, upon demand by the Bank, cause all Guaranteed Obligations to be promptly performed at the sole cost and expense of the Guarantor, the Bank reserving the right to proceed under clause (i) above if the Guarantor shall at any time after any such demand default in such obligations. Subject to compliance by the Guarantor with all of its obligations under this Guarantee and the payment of all costs and expenses of construction not otherwise provided for below, and further subject to satisfaction of all terms and conditions to Disbursements set forth in the Agreement and other Loan Documents and such additional terms, conditions and procedures as the Bank may reasonably require, the Bank shall make available for payment of costs and expenses of construction set forth in the Project Budget or any applicable Line Item Budget delivered to the Bank an amount equal to any additional funds that the Bank may otherwise have been required to disburse for such costs and expenses under the terms of the Guaranteed Agreements, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, Agreement as determined by the Bank in its sole discretion (but in no event to exceed an amount equal to the undisbursed proceeds of the Loan and whether now or hereafter existing or due or any Borrower’s Funds held by the Bank to become due, taking into account applicable notice and grace periods. The Guarantor hereby agrees the extent that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payablewould otherwise have been available for disbursement for such purposes), or if provided that the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation Lien of the Equity Investor Transferee under any Guaranteed AgreementTrust Deed (if not previously foreclosed) is a first priority Lien with respect to such amounts, then the Guarantor (i) in the event of any such failure subject only to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"Permitted Prior Exceptions.
Appears in 1 contract
Samples: Calprop Corp
Guaranteed Obligations. The To induce the Purchasers to purchase the Notes from the Company pursuant to the Note Agreement, each Guarantor does hereby jointly and severally, unconditionally and irrevocably guaranties to the Noteholders, and unconditionally guarantee to the Collateral Agent on behalf of the Noteholders, as a primary obligor and not merely as surety to each of the Lesseea surety, the Owner Lessor, the Indenture Trustee full and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investorand performance when due (whether on demand, when dueat stated maturity, whether by acceleration acceleration, or otherwise, and including any amounts which would become due but for the operation of an automatic stay under the United States Bankruptcy Code or any similar laws of any country or jurisdiction) of all amounts payable at Obligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebtedness from time to time of the Company or any time by other Obligor to the Equity Investor Transferee Noteholders under and or in accordance connection with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectivelyNotes, the "Guaranteed Agreements"), however created, arising Note Agreement or evidencedany other Financing Document, whether for principal, interest, Make-Whole Amount, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, primary secured or secondary, absolute Exhibit G to Participation Agreement or contingentunsecured, joint or several, and whether now absolute or hereafter existing or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and (b) including obligations, liabilities, and indebtedness arising or accruing after the full commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Company or any other Obligor or which would have arisen or accrued but for the commencement of any such proceeding, even if the claim for such obligation, liability, or indebtedness is not enforceable or allowable in such proceeding, and prompt performance including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Financing Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed under or contemplated by the Equity Investor Transferee Financing Documents or are made in circumstances in which any condition to extension of each and every duty, agreement, covenant, undertaking, indemnity and obligation credit is not satisfied) (all of the Equity Investor Transferee under foregoing obligations, liabilities and in accordance with indebtedness are referred to herein collectively as the terms “Guaranteed Obligations” and each as a “Guaranteed Obligation”). Without limitation of the foregoing, all of the Guaranteed AgreementsObligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty notwithstanding that the Collateral Agent or any Noteholder or Noteholders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under or in respect of the Notes, however created, arising the Note Agreement 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, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payableother Financing Documents, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of the Equity Investor Transferee under any Guaranteed Agreement, then the Guarantor (i) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation", to any other Person in accordance therewith.
Appears in 1 contract
Samples: Continuing Agreement of Guaranty and Suretyship (Westmoreland Coal Co)
Guaranteed Obligations. The To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations to the Borrowers under the Credit Agreement, each Guarantor does hereby irrevocably jointly and unconditionally guarantee severally (subject to Section 18, if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a Lender-Provided Interest Rate Hedge or Other Lender-Provided Financial Service Product; and becomes surety, as though it was a primary obligor for, the full and not as surety to each punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the operation of an automatic stay under the federal bankruptcy code of the LesseeUnited States or any similar laws of any country or jurisdiction) of all Obligations, the Owner Lessorand all extensions, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investormodifications, when duesubstitutions, amendments or renewals thereof, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether such Obligations are direct or indirect, primary secured or secondary, absolute Exhibit G to Participation Agreement or contingentunsecured, joint or several, and whether now absolute or hereafter existing or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and (b) including Obligations arising or accruing after the full commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such Obligation is not enforceable or allowable in such proceeding, and prompt performance including all Obligations arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such Obligations are in excess of the amount committed under or contemplated by the Equity Investor Transferee Loan Documents or are made in circumstances in which any condition to extension of credit is not satisfied) (all such Obligations are referred to, collectively, as the “Guaranteed Obligations” and each and every duty, agreement, covenant, undertaking, indemnity and obligation as a “Guaranteed Obligation”). Without limitation of the Equity Investor Transferee foregoing, any of the Guaranteed Obligations shall be and remain Guaranteed Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under and the Loan Documents, or any other Guaranteed Obligations, to any other Person, in accordance with the terms of the Guaranteed Agreements, 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, taking into account applicable notice and grace periodsCredit Agreement. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation In furtherance of the Equity Investor Transferee under any Guaranteed Agreementforegoing, then the each Guarantor jointly and severally (isubject to Section 18, if applicable) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee hereby guaranteed are hereinafter referred to collectively agrees as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"follows.
Appears in 1 contract
Samples: Credit Agreement (Glatfelter P H Co)
Guaranteed Obligations. The Except as limited by the third to last sentence of this Section 3.1, the Guarantor does hereby irrevocably and unconditionally guarantee guarantee, as primary obligor and not merely as surety to each of surety, in solido with the Lessee, the Owner Lessor, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (to each a "Guaranteed Party" and collectively the "Guaranteed Parties") Beneficiary (a) until final and indefeasible payment thereof has been made, the due and punctual payment to the Person entitled to receive such payment from the Equity InvestorLessee, when due, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee Lessee under the agreements set forth on Schedule 3.1 hereto and in accordance with the any other Operative Documents Document to which the Equity Investor Transferee it is or is to become a party (each a "Guaranteed Agreement" and collectively, the "“Guaranteed Agreements"”), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Equity Investor Transferee under and in accordance with the terms of the Guaranteed Agreements, 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, and (b) the full and prompt performance by the Lessee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Lessee under and in accordance with the terms of any Guaranteed Agreement however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint, solidary or several, and whether now or hereafter existing or due or to become due, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason (including, without limitation, the Equity Investor Transferee liquidation, winding-up, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, the Lessee) the Lessee shall fail to pay fully and promptly to pay any amount payable at any time under any Guaranteed Agreement, Agreement as and when the same shall become due and payable, or if the Equity Investor Transferee Lessee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of the Equity Investor Transferee Lessee under any Guaranteed Agreement, then the Guarantor (i) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount (together with interest on such amount, after the due date, at the Overdue Rate) to the Person entitled theretothereto on or before the fifth Business Day following demand therefor by a Beneficiary (provided that no such demand shall be required, and such amount shall automatically become due, if demand is prohibited by applicable Governmental Rules), and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and dischargeddischarged promptly following demand for such performance or discharge by a Beneficiary but in any event before the fifth Business day following such demand. The amounts payable by, and the duties, agreements, covenants, undertakings and obligations of, the Equity Investor Transferee Lessee hereby guaranteed (including, but not limited to, any amounts payable by the Lessee on account of any of the Lessee’s representations and warranties not being true and accurate when made) are hereinafter referred to collectively as the "“Guaranteed Obligations" ” and individually as a "“Guaranteed Obligation"”. The provisions of this Section 3.1 and the term “Guaranteed Obligations” shall include any payment due by the Lessee as a result of the exercise by Lessor or, so long as the Lien of the Indenture is in effect, the Indenture Trustee, of remedies to the extent provided in the Operative Documents following the occurrence of a Lease Event of Default, including, without limitation, the payment of any Base Rent or Supplemental Rent owing on or prior to the date such payment is due, but, notwithstanding the foregoing, shall specifically exclude the payment of Base Termination Value and Termination Value unless an Event of Loss has occurred (in each case less (i) any current Base Rent and (ii) any Lessee Section 467 Loan Balance then payable as part thereof). For purposes of clarity, the Guaranteed Obligations shall include all Supplemental Rent, including, without limitation, the Swap Breakage Amount, indemnification payments, payment of insurance premiums with respect to insurance required to be maintained under Section 13 of the Lease and any other amounts due and owing by Lessee under Section 18.1 of the Lease, which in each case shall be included as part of the Guaranteed Obligations. Any act by the Owner Participant, the Lessor or any Person claiming by or through any such Person, to declare a Lease Event of Default under Section 16.1 of the Lease or to demand payment of Base Termination Value or Termination Value (together with any Section 467 Loan Balance payable by reference thereto) upon a Lease Event of Default, in each case in order to draw on any Acceptable Letter of Credit, shall not affect the obligations of the Guarantor under this Guaranty.
Appears in 1 contract
Samples: Guaranty (Spinnaker Exploration Co)
Guaranteed Obligations. The Performance Guarantor does hereby irrevocably and unconditionally guarantee guarantee, as primary obligor and not as a surety to each of the LesseeBeneficiaries, the Owner Lessor, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investor, when due, whether by acceleration or otherwise, of all amounts payable at any time by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by each of the Equity Investor Transferee Seller and the Servicer (collectively, the "Primary Obligors", and each individually, a "Primary Obligor") of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Equity Investor Transferee required to be performed or discharged by any Primary Obligor under and in strict accordance with the terms of the Receivables Purchase Agreement, and any other agreement, instrument or other document executed by any Primary Obligor pursuant thereto or pursuant to the transactions contemplated thereby (collectively, the "Guaranteed Agreements, ") 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, taking into account applicable notice and grace periods. The Performance Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee Primary Obligor shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation of the Equity Investor Transferee such Primary Obligor under any Guaranteed Agreement, then the Performance Guarantor (i) in the event of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay perform such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall obligation or cause the same to be promptly performed and discharged, in each case, without regard to any exercise or nonexercise by any Beneficiary of any right, remedy, power or privilege under or in respect of any Guaranteed Agreement against any Primary Obligor. The amounts payable byPerformance Guarantor also agrees to indemnify the Beneficiaries against any loss, cost, expense or other damage arising from the failure of the Primary Obligors to duly perform or discharge any duty, agreement, covenant, undertaking or obligation under any Guaranteed Agreement or from the failure of the Performance Guarantor to perform or discharge any duty, agreement, covenant, undertaking or obligation hereunder, or arising from the failure of the Servicer to maintain a perfected security interest in the Mutual Fund Shares or the failure of the Agent (for the benefit of the Beneficiaries) to receive and maintain a perfected security interest in each Receivable (and related Collections) and to maintain a security interest in the Mutual Fund Shares, in each case purported to be transferred and assigned to the Agent pursuant to the Guaranteed Agreements provided however, the Agent shall not be indemnified for -------- ------- the failure to have such a perfected security interest maintained in favor of the Agent (for the benefit of the Beneficiaries) to the extent such failure results solely from the gross negligence or willful misconduct of the Agent. The duties, agreements, covenants, undertakings and obligations of, required to be performed or discharged by the Equity Investor Transferee Primary Obligors hereby guaranteed are hereinafter referred to collectively as the "Guaranteed Obligations" and individually as a "Guaranteed Obligation". The Performance Guarantor agrees to reimburse each Beneficiary on demand for any and all expenses (including reasonable counsel fees and expenses) incurred by such Beneficiary in attempting to obtain the performance by any Primary Obligor of any of their respective obligations under the Guaranteed Agreements, by the Performance Guarantor of the obligations hereunder or in enforcing or attempting to enforce any other rights under this Performance Guaranty.
Appears in 1 contract
Guaranteed Obligations. The Each Guarantor does hereby irrevocably and unconditionally guarantee guarantees, as primary obligor and not as surety to each for its own debt, until final and indefeasible payment has been made, the due and punctual payment of the Lesseeprincipal and interest and Make-Whole Amount, the Owner Lessorif any, the Indenture Trustee and the Noteholders and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") (a) the punctual payment to the Person entitled to receive such payment from the Equity Investor, when due, whether by acceleration or otherwise, of on all amounts payable Notes at any time outstanding and the due and punctual payment of all moneys payable, and all other indebtedness owing, by the Equity Investor Transferee Company under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party Note Purchase Agreement (each a "Guaranteed Agreement" and collectively, the "Guaranteed AgreementsObligations"), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, ) in each case when and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Equity Investor Transferee under and in accordance with the terms of the Guaranteed Agreements, 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, taking into account applicable notice and grace periods. The Guarantor hereby agrees that if for any reason the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, whether at maturity, pursuant to optional prepayment, by acceleration or if otherwise, all in accordance with the Equity Investor Transferee shall fail to perform terms and discharge any duty, agreement, covenant, undertaking or obligation provisions thereof; it being the intent of the Equity Investor Transferee under any Guaranteed AgreementGuarantors that the guaranty set forth in this Section 10 shall be a guaranty of payment and not a guaranty of collection. Each Guarantor hereby further unconditionally guarantees the punctual and faithful performance, then keeping, observance and fulfillment by the Guarantor (i) in the event Company of any such failure to make payment of any amount, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the all duties, agreements, covenants, undertakings covenants and obligations of the Company contained in the Notes and in the Note Purchase Agreement. In the event the Company fails to make, on or before the due date thereof, any payment to be made of any principal amount of, or interest or Make-Whole Amount (if any) on, or in respect of, the Equity Investor Transferee hereby guaranteed are hereinafter referred Notes or of any other amounts due under the Notes and/or the Note Purchase Agreement or if the Company shall fail to collectively perform, keep, observe or fulfill any such obligation as aforesaid in the manner provided in any one or more of the Notes and/or the Note Purchase Agreement, each Guarantor shall cause forthwith to be paid the moneys to be paid and shall cause to be performed, kept, observed or fulfilled the obligations to be performed, kept, observed or fulfilled as if such payment or performance, as the "Guaranteed Obligations" and individually case may be, were being made under the Notes or the Note Purchase Agreement, as a "Guaranteed Obligation"appropriate.
Appears in 1 contract
Samples: Note Purchase Agreement (Minerals Technologies Inc)
Guaranteed Obligations. The Each Guarantor does hereby irrevocably irrevocably, unconditionally and unconditionally guarantee as primary obligor jointly and not as surety severally with the other Guarantors guarantees to each of the Lesseeholder, the Owner Lessor, the Indenture Trustee due and the Noteholders punctual payment and their respective successors and permitted assigns (each a "Guaranteed Party" and collectively the "Guaranteed Parties") performance in full of (a) the punctual payment to principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the Person entitled to receive such payment from filing of any petition in bankruptcy, or the Equity Investorcommencement of any insolvency, when duereorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) all Indebtedness, obligations, covenants, agreements and liabilities of all amounts payable at the Co-Issuers or any time other Guarantor to the holders under or in connection with or evidenced by the Equity Investor Transferee under and in accordance with the Operative Documents to which the Equity Investor Transferee is a party (each a "Guaranteed Agreement" and collectively, the "Guaranteed Agreements", in each case whether now existing or hereafter arising (and whether arising before or after the filing of a petition in bankruptcy), however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute Exhibit G to Participation Agreement or contingent, joint or several, and whether now or hereafter existing or due or to become due, and (b) the full and prompt performance by the Equity Investor Transferee of each and every duty, agreement, covenant, undertaking, indemnity and obligation of the Equity Investor Transferee under and in accordance with the terms of the Guaranteed Agreements, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint and howsoever evidenced, held or severalacquired and (c) any and all reasonable expenses and charges, legal or otherwise, suffered or incurred by any Secured Party or the Trustee in collecting or enforcing any of such indebtedness, obligations, covenants, agreements and whether now liabilities or hereafter existing in realizing on or due protecting or to become duepreserving any security therefor, taking into account applicable notice including, without limitation, the lien and grace periods. The Guarantor hereby agrees that if for any reason security interests granted by the Equity Investor Transferee shall fail to pay fully and promptly any amount payable under any Guaranteed Agreement, as and when the same shall become due and payable, or if the Equity Investor Transferee shall fail to perform and discharge any duty, agreement, covenant, undertaking or obligation Security Documents (all of the Equity Investor Transferee under any Guaranteed Agreementindebtedness, then the Guarantor (i) in the event of any such failure to make payment of any amountobligations, shall promptly upon demand by any Guaranteed Party pay such amount to the Person entitled thereto, and (ii) in the event of any failure to perform and discharge any such other duty, agreement, covenant, undertaking or obligation, shall cause the same to be promptly performed and discharged. The amounts payable by, and the dutiescovenants, agreements, covenantsliabilities, undertakings expenses and obligations ofcharges described in clauses (a) through (c), inclusive, above being referred to herein as the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and performance and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Co-Issuers or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. Any holder may, at its option, proceed hereunder against each Guarantor in the first instance to collect monies when due, the Equity Investor Transferee hereby payment of which is guaranteed are hereinafter referred hereby, without first proceeding against the Co-Issuers or any other Person and without first resorting to collectively as any direct or indirect security for the "Guaranteed Obligations" and individually as a "Guaranteed Obligation"Notes, this Agreement, the NPPA Series Supplements or the other Transaction Documents or any other remedy.
Appears in 1 contract
Samples: Note Purchase and Participation Agreement (Landmark Infrastructure Partners LP)