GUARANTY LIABILITY Sample Clauses

GUARANTY LIABILITY. 1. Guarantor's obligations hereunder and under the other Loan Documents shall be in an amount (such amount being referred to herein as the "Maximum Guaranty Liability") equal to, but not in excess of, the maximum liability permitted under Title 11 of the United States Code, any other state or federal laws governing bankruptcy, suspension of payments, reorganization, arrangement, adjustment of debts, dissolution, insolvency, relief of debtors or creditors' rights and any other similar laws ("Applicable Bankruptcy Law"). To the extent such obligations otherwise would be subject to avoidance under Applicable Bankruptcy Law, if Guarantor is deemed not to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder or under the other Loan Documents, Guarantor's obligations hereunder and under the other Loan Documents shall be reduced to that amount which, after giving effect thereto, would not render Guarantor insolvent, or leave Guarantor with an unreasonably small capital to conduct its business, or cause Guarantor to have incurred debts (or to be deemed to have intended to incur debts), beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under Applicable Bankruptcy Law. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with Applicable Bankruptcy Law. This Paragraph 1 is intended solely to preserve the rights of the Bank hereunder and under the other Loan Documents to the maximum extent permitted by Applicable Bankruptcy Law, and neither the Guarantor nor any other person or entity shall have any right or claim under this Paragraph 1 that otherwise would not be available under Applicable Bankruptcy Law. Guarantor agrees that the Obligations at any time and from time to time may exceed the Maximum Guaranty Liability of Guarantor, without impairing this Guaranty or affecting the rights and remedies of the Bank hereunder.
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GUARANTY LIABILITY. The guaranty agency shall guarantee—
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GUARANTY LIABILITY. If the borrower fails to repay the debt under the Main Contract terms in a timely manner, the Creditor shall have the right to require the Guarantor perform the guaranty liability in accordance with the provisions of the contract. If the principal debt has other collaterals or guarantees in addition to this contract, any of the Creditor's rights under this contract and their fulfillment shall not be affected.
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GUARANTY LIABILITY. If, under the master contract, the Debtor fails to make repayment to the Mortgagee according to stipulations on any of normal repayment days or early repayment days, the Mortgagee shall have the right to convert the guaranties into cash to exercise priority of compensation in accordance with the Contract. The Mortgagee points out specially that normal repayment day as mentioned herein is the interest payment day stipulated in the master contract, principal repayment day and interest payment day described in the repayment plan, due bill and application, or the date when the Debtor shall pay any funds to the Mortgagee according to such stipulations. The early repayment day as mentioned herein is the early repayment date applied by the Debtor and agreed by the Mortgagee, and the date when the Mortgagee according to the stipulations demands to take back the principal and interests of financing and/or other funds in advance from the Debtor.
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GUARANTY LIABILITY. 1. Guarantor's obligations hereunder and under the other Loan Documents shall be in an amount (such amount being referred to herein as the "Maximum Guaranty Liability") equal to, but not in excess of, the maximum liability permitted under Title 11 of the United States Code, any other state or federal laws governing bankruptcy, suspension of payments, reorganization, arrangement, adjustment of debts, dissolution, insolvency, relief of debtors or creditors' rights and any other similar laws ("Applicable Bankruptcy Law"). To the extent such obligations otherwise would be subject to avoidance under Applicable Bankruptcy Law, if Guarantor is deemed not to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder or under the other Loan Documents, Guarantor's obligations hereunder and under the other Loan Documents shall be reduced to that amount which, after giving effect thereto, would not render Guarantor insolvent, or leave Guarantor with an unreasonably small capital to conduct its business, or cause Guarantor to have incurred debts (or to be deemed to have intended to incur debts), beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under Applicable Bankruptcy Law. As used herein, the terms
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GUARANTY LIABILITY. Party B shall be jointly and severally liable for the repayment of all the debts that fall within the scope of guaranty. When the Debtor fails to fulfill its repayment obligations that have fallen due, Party A may claim against the Debtor or against Party B directly in its sole discretion. Party B hereby irrevocably authorizes Party A to deduct the amount of the creditor’s right that has fallen due directly from the bank account of Party B when and if the Debtor fails to fulfill its repayment obligations (at the expiration and earlier expiration of the contract).
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GUARANTY LIABILITY. (a) Except to the extent otherwise provided in this Agreement, MSREF and Ashford, as the Guarantors under the Guaranty, each agree that its respective share of the Guaranteed Obligations shall be limited to its respective Sharing Percentage of the total amount of such Guaranteed Obligations.
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GUARANTY LIABILITY. The definition of "Guaranty Liability" shall be added in its proper alphabetical order in Section 16.0 of the Agreement as follows:
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Related to GUARANTY LIABILITY

  • Primary Liability The liability of Guarantor with respect to the Master Lease shall be primary, direct and immediate, and Landlord may proceed against Guarantor: (a) prior to or in lieu of proceeding against Tenant, its assets, any security deposit, or any other guarantor; and (b) prior to or in lieu of pursuing any other rights or remedies available to Landlord. All rights and remedies afforded to Landlord by reason of this Guaranty or by law are separate, independent and cumulative, and the exercise of any rights or remedies shall not in any way limit, restrict or prejudice the exercise of any other rights or remedies. In the event of any default under the Master Lease, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions are brought against Tenant. Landlord may maintain successive actions for other defaults. Landlord’s rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all indebtedness and Obligations the payment and performance of which are hereby guaranteed have been paid and fully performed.

  • Primary Liability of Guarantor This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. Guarantor shall be liable for the payment and performance of the Guaranteed Obligations, as set forth in this Guaranty, as a primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time; including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or other party whatsoever. Guarantor hereby agrees that upon the failure of the Other Borrower to pay or perform the Guaranteed Obligations in accordance with the Other Note, the Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable by Guarantor at the election of Lender, and in addition Guarantor shall, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, all such notices being hereby waived by Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or pursue or exhaust any rights or remedies against the Other Borrower or others liable for such performance, or to enforce the rights against any of any security that shall ever have been given to secure such Loan, or to join the Other Borrower or any others liable for the payment or performance of the Guaranteed Obligations in any action to enforce this Guaranty, or to resort to any other means of obtaining payment of the Guaranteed Obligations. Suit may be brought or demand may be made against all parties who have signed this Guaranty or against any one or more of them, separately or together, without impairing the rights of Lender against any party hereto.

  • Continuing Liability The termination of this Agreement for any reason shall not release either Party from any liability, obligation or agreement which has already accrued at the time of termination. Termination of this Agreement for any reason shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law or otherwise, or which may arise out of or in connection with such termination.

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency.

  • Unconditional Liability Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

  • Continuing Liability Under Collateral Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

  • Borrower Liability Either Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and 2899 and 3433, and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured.

  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

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