Common use of Parent Guaranty Clause in Contracts

Parent Guaranty. (a) The Parent hereby absolutely, unconditionally and irrevocably guarantees (on a joint and several basis with the other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. Without limiting the generality of the foregoing, the Parent’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any other Credit Party to the Swap Counterparty, Banking Services Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any other Credit Party. The Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by the Borrower or any Credit Party in accordance with this Agreement. The obligations of the Parent under this Article 9 constitute a guaranty of payment when due and not of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Party or any other Person before or as a condition to the obligations of the Parent hereunder.

Parent Guaranty. (a) The Parent hereby absolutely, unconditionally and irrevocably guarantees (on a joint and several basis with the other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. Without limiting the generality of the foregoing, the Parent’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any other Credit Party to the Swap Counterparty, Banking Services Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any other Credit Party. The Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by or on account of any obligation of the Borrower or any Credit Party in accordance with this Agreement. The obligations of the Parent under this Article 9 constitute a guaranty of payment when due and not of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Party or any other Person before or as a condition to the obligations of the Parent hereunder.

Parent Guaranty. (a) The Parent hereby absolutely, unconditionally and irrevocably guarantees (on a joint and several basis with the other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Hedge Obligations. Without limiting the generality of the foregoing, the Parent’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Loan Party to the Administrative Agent, the Issuing Lender Bank or any Lender under the Credit Loan Documents and by the Borrower or any other Credit Loan Party to the Swap Counterpartyany Secured Hedge Party, Banking Services Secured Cash Management Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any other Credit Loan Party. The Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by or on account of any obligation of the Borrower or any Credit other Loan Party in accordance with this Agreement. The obligations of the Parent under this Article 9 XIII constitute a guaranty of payment when due and not of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Loan Party or any other Person before or as a condition to the obligations of the Parent hereunder.

Parent Guaranty. (a) The Parent Guarantor hereby absolutely, unconditionally guarantees to Seller the due and irrevocably guarantees (on a joint and several basis with the other Guarantors) the punctual payment and performanceperformance of the obligations of Purchaser pursuant to this Agreement, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations the LLC Agreement and the Employee Matters Agreement (collectivelysuch obligations, the “Guaranteed Obligations” and the guaranty by Parent Guarantor set forth in this Section 9.1, the “Parent Guaranty”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Obligations. Without limiting the generality of the foregoing, the Parent’s liability shall extend to all amounts that constitute part of Parent Guarantor is guaranteeing the Guaranteed Obligations as primary obligor and would be owed by the Borrower or any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any other Credit Party to the Swap Counterparty, Banking Services Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any other Credit Partymerely as surety. The Parent shall make all payments hereunder without setoff or counterclaim Guaranty is an absolute, unconditional and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by the Borrower or any Credit Party in accordance with this Agreement. The obligations of the Parent under this Article 9 constitute a irrevocable guaranty of payment when due and performance, as applicable, and not of collection. If, for any reason whatsoever, Purchaser fails to, or is unable to, duly, punctually and fully pay or perform the Guaranteed Obligations, Parent specifically agrees that it shall not Guarantor will forthwith pay and cause to be necessary paid in lawful currency of the United States with respect to payment obligations, or required that perform or cause to be performed, with respect to performance obligations, the Administrative Agent or Guaranteed Obligations. Parent Guarantor hereby irrevocably waives diligence, presentment, demand of payment, filing objections with a court, any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever right to require proceeding first against any other Credit Party or Party, any other Person before or as a condition right to require the obligations prior disposition of the assets of any Party to meet its obligations, the lack of validity or the unenforceability of Parent hereunderGuarantor’s guaranty of the Guaranteed Obligations, any rights to set offs, recoupments or counterclaims, notice, protest and all demands whatsoever, except as provided for under Section 14.13 of the LLC Agreement. The Parent Guaranty shall apply regardless of any amendments, modifications, waivers or extensions to this Agreement whether or not Parent Guarantor receives notice of the same and Parent Guarantor waives all need for notice of the same.

Parent Guaranty. (a) The Parent hereby absolutely, unconditionally and irrevocably guarantees (on a joint and several basis with the other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Secured Obligations (collectively, the “Guaranteed Obligations”); provided, however, that as used herein “Guaranteed Obligations” shall not include the Excluded Swap Hedge Obligations. Without limiting the generality of the foregoing, the Parent’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Loan Party to the Administrative Agent, the Issuing Lender Bank or any Lender under the Credit Loan Documents and by the Borrower or any other Credit Loan Party to the Swap Counterpartyany Secured Hedge Party, Banking Services Secured Cash Management Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any other Credit Loan Party. The Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by or on account of any obligation of the Borrower or any Credit other Loan Party in accordance with this Agreement. The obligations of the Parent under this Article 9 XIII constitute a guaranty of payment when due and not of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Loan Party or any other Person before or as a condition to the obligations of the Parent hereunder.. (b) Anything contained herein to the contrary notwithstanding, the obligations of the Parent under this Article XIII on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of the Parent, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any liabilities of the Parent in respect of intercompany indebtedness to the Borrower or other Loan Party to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the Parent hereunder; and

Parent Guaranty. (a) The Parent hereby absolutelyfully, irrevocably and unconditionally guarantees to Buyer the full, complete and irrevocably guarantees (on a joint timely compliance with and several basis with the other Guarantors) the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, performance of all Secured Obligations agreements, covenants and obligations of Seller from time to time under this Agreement (the “Obligations” and, collectively, the “Guaranteed ObligationsGuaranty”); provided. The Obligations shall include Seller’s obligation to satisfy all payment and performance obligations of Seller arising in connection with this Agreement, howeverin each case, when and to the extent that as used herein “Guaranteed Obligations” any of the same shall become due and payable or performance of or compliance with any of the same shall be required. Parent hereby acknowledges and agrees that the Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance, compliance and payment by Seller of the Obligations when due under this Agreement, and not of collection only, and is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Parent hereby waives any right to require a proceeding first against Seller. The Obligations shall not include the Excluded Swap Obligations. Without limiting the generality be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the foregoing, the Parent’s liability Obligations) and shall extend not be subject to all amounts that constitute part (a) any discharge of Seller from any of the Guaranteed Obligations and would be owed by the Borrower or any other Credit Party to the Administrative Agent, the Issuing Lender or any Lender under the Credit Documents and by the Borrower or any other Credit Party to the Swap Counterparty, Banking Services Provider, or any other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of in a bankruptcy, reorganization bankruptcy or similar proceeding involving (except by indefeasible payment or performance in full of the Borrower Obligations) or (b) any other Credit Partycircumstance whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Parent as guarantor under this Section 9.14. The Notwithstanding the provisions of this Section 9.14, Parent shall make all payments hereunder without setoff have the rights, remedies and legal or counterclaim and free and clear equitable defenses that are available to Seller under the terms of and without deduction for any Taxes this Agreement or applicable Law with respect to the extent such Taxes would be payable by the Borrower or any Credit Party in accordance with this Agreement. The obligations of the Parent under this Article 9 constitute a guaranty of payment when due and not of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Party or any other Person before or as a condition to the obligations of the Parent hereunderObligations.