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Guaranty
Guaranty contract clause examples

Guaranty. (a) Any Guaranty terminates or ceases for any reason to be in full force and effect; # any Guarantor does not perform any obligation or covenant under any Guaranty; # any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.88] occurs with respect to any Guarantor, or # the liquidation, winding up, or termination of existence of any Guarantor;

Guaranty. In consideration of the benefit derived or to be derived by it therefrom, as to the Lease Documents, from and after the Commencement Date thereof, Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, # the payment when due of all Rent and all other sums payable by Tenant under the Lease, and # the faithful and prompt performance when due of each and every one of the terms, conditions and covenants of any nature to be kept and performed by the applicable non-Landlord counterparty or counterparties under and as set forth in each Lease Document, including, without limitation, all indemnification obligations, insurance obligations, all obligations to operate, rebuild, restore or replace any facilities or improvements now or hereafter located on the Leased Property covered by the Lease, all obligations to perform the Required CapEx, all obligations to fund amounts or security under the Lease (including without limitation, funding any required amounts (or delivering a Letter of Credit, to the extent applicable) to the CapEx Reserve, the FF&E Reserve, the Covenant Security Escrow Account, the Construction Security Escrow Account and any impound account), all obligations to operate the Leased Property under the “Bellagio” brand, and all obligations under [Article XXXVI] under the Lease (together with Guarantor’s obligations under Section 13 hereof, collectively, the “Obligations”). In the event of the failure of Tenant to pay any such Rent or other sums, or to render any other performance required of the applicable non-Landlord counterparty under the Lease Documents, when due or within any applicable cure period, Guarantor shall forthwith perform or cause to be performed all provisions of the applicable Lease Document to be performed by the applicable non-Landlord counterparty thereunder, and pay all reasonable costs of collection or enforcement and other damages that may result from the non-performance thereof to the full extent provided under the applicable Lease Document. As to the Obligations, Guarantor’s liability under this Guaranty is without limit except as provided in Section 12 hereof. Guarantor agrees that its guarantee provided herein constitutes an absolute, direct, immediate, continuing and unconditional guaranty of guarantee of payment and performance when due and not of collection.

Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; # any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; # any circumstance described in [Sections 8.3, 8.4, 8.5, 8.6, 8.7, or 8.8]8]8]8]8]8] of this Agreement occurs with respect to any Guarantor, or # the liquidation, winding up, or termination of existence of any Guarantor;

Guaranty. To induce Tracon to enter into this agreement, Parent hereby absolutely, unconditionally and irrevocably guarantees to Tracon the due and punctual observance, performance and discharge of the obligations of Eucure (payment and otherwise) under this Agreement. The provisions of Section 12 and 13 shall apply mutatis mutandis to this guarantee by Parent as if Parent were a Party.

Guaranty. For value received, and to induce Bank to extend or continue credit or other financial accommodations now or in the future to [[Borrower:Organization]] (the "Borrower"), Guarantor hereby absolutely and unconditionally jointly and severally guarantees prompt payment of and promises to pay or cause to be paid to Bank the Obligations (as hereinafter defined), whether or not the Obligations are valid and enforceable against Borrower, whenever the Obligations become due, whether on demand, at maturity or by reason of acceleration, or at the time Borrower or Guarantor shall become the subject of any bankruptcy or insolvency proceeding. As used herein, the term "Obligations" shall mean all loans, drafts, overdrafts, checks, notes and all other debts, liabilities and obligations of every kind owing by Borrower to Bank, whether direct or indirect, absolute or contingent, liquidated or unliquidated whether of the same or a different nature and whether existing now or in the future, including interest thereon and all costs, expenses and reasonable attorneys' fees (including fees of inside counsel) paid or incurred by Bank at any time in attempting to collect any of the foregoing, to realize on any collateral securing any of the foregoing or this Agreement, and to enforce this Agreement, whether such costs, expenses or fees are incurred before or after commencement of litigation or at trial, on appeal, after judgment or in any other proceeding. The definition of "Obligations" also includes the amount of any payments made to Bank or another on behalf of Borrower (including payments resulting from liquidation of collateral) which are recovered from Bank by a trustee, receiver, creditor or other party pursuant to applicable Federal or state law (the "Surrendered Payments"). In the event that Bank makes any Surrendered Payments (including pursuant to a negotiated settlement), the Surrendered Payments shall immediately be reinstated as Obligations, regardless of whether Bank has surrendered or cancelled this Agreement prior to returning the Surrendered Payments. For purposes of this Agreement, "Loan Documents" shall mean any promissory note, loan agreement, security or pledge agreement, assignment, financing statement, lease, mortgage, deed to secure debt, deed of trust or other pledge or conveyance of an interest in real or personal property, indemnity agreement, subordination, letter of credit and letter of credit reimbursement agreement, banker's acceptance, and any other agreement, document or instrument previously, concurrently or hereafter executed or delivered by Borrower to or in favor of Bank evidencing, creating, securing or otherwise related to the Obligations, including all amendments, replacements, extensions, renewals and deferrals thereof or thereto.

Guaranty. Tenant’s obligations under this Lease shall be guaranteed by Arvinas, Inc., a Delaware corporation (“Guarantor”). Simultaneously with Tenant’s execution and delivery of this Lease, Guarantor shall execute and deliver a guaranty agreement in the form attached as [Exhibit 40.6].

Guaranty. [[Borrower:Organization]] IntermediateCo, Inc., a Delaware corporation (the “Guarantor”), shall guaranty the repayment of the Loans. Upon the Bank’s request, Guarantor contemporaneously herewith or hereafter shall execute and deliver to the Bank a guaranty (the “Guaranty”) and other documents (the “Guaranty Documents”) which shall secure repayment of the Loans and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank described therein (hereinafter referred to collectively as the “Obligations”). In the event that any direct or indirect subsidiary of the Borrower becomes a Material Subsidiary (either individually or collectively when evaluated with other subsidiaries of the Borrower), the Borrower will notify the Bank and cause such subsidiary to join such Guaranty of the Obligations. As used herein, the term “Material Subsidiary” means, at any date, # in respect of any individual direct or indirect subsidiary of the Borrower for which # the assets of such subsidiary are greater than 10.0% of the total assets of [[Borrower:Organization]] Holdings, Inc. and its subsidiaries on a consolidated basis, or # the consolidated EBITDA of such subsidiary is greater than 10.0% of the consolidated EBITDA of [[Borrower:Organization]] Holdings, Inc. and its subsidiaries on a consolidated basis for the most recently ended twelve (12) calendar month period prior to such date, or # in respect of the collective direct and indirect subsidiaries of the Borrower which are not Guarantors for which # the assets of all such subsidiaries are greater than 20.0% of the total assets of [[Borrower:Organization]] Holdings, Inc. and its subsidiaries on a consolidated basis, or # the consolidated EBITDA of all such subsidiaries is greater than 20.0% of the consolidated EBITDA of [[Borrower:Organization]] Holdings, Inc. and its subsidiaries on a consolidated basis for the most recently ended twelve (12) calendar month period prior to such date.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to the Lender Parties the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of the Lender Parties in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender Parties under the Credit Agreement and Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under [Section 548] of the Bankruptcy Cody (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. Each Guarantor hereby promises to pay and perform all such Guaranteed Obligations immediately upon demand of the Administrative Agent and the Lenders or any one or more of them at maturity or upon an Event of Default. All payments made hereunder shall be made by each Guarantor in immediately available funds in United States Dollars and shall be made without setoff, counterclaim, withholding, or other deduction of any nature, except as may otherwise be required by Law.

Guaranty. Payment of the Revolving Credit Note, any other obligations under this Agreement or the other Loan Documents, presently existing or hereafter arising, shall be guaranteed by each of the Restricted Subsidiaries as set forth in the Continuing and Unconditional Guaranty dated as of the date hereof executed by each Restricted Subsidiary (the “Guaranty”). In the event of the designation of any additional Restricted Subsidiaries, a joinder agreement in the form attached hereto as Exhibit “C” shall be executed and delivered to the Bank by each such additional Restricted Subsidiary (also, a “Guaranty”), together with such supporting attorney's opinion, if requested by Lender, evidence of corporate authorization, and other instruments and documents as the Bank may reasonably request.

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