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5.A. - Page 248 of 302
<br />16.20. Liability of the Guarantor. The liability of the Guarantor under this
<br />Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected
<br />by any circumstance which might constitute a discharge of a surety or the Guarantor other than the
<br />indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the
<br />foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
<br />16.20.1. the Guarantor's liability hereunder shall be the immediate, direct,
<br />and primary obligation of the Guarantor and shall not be contingent upon the City's exercise or
<br />enforcement of any remedy it may have against Buyer or any other person, or against any collateral
<br />for the Guaranteed Obligations, if any, (collectively, the "Collateral") or other security for any
<br />Guaranteed Obligations;
<br />16.20.2. the City may enforce this Guaranty upon the occurrence of the
<br />Replacement Unit Completion Default;
<br />16.20.3. the Guarantor's payment of a portion, or the Guarantor's
<br />performance of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect,
<br />modify or abridge the Guarantor's liability for any portion of the Guaranteed Obligations remaining
<br />unsatisfied; and
<br />16.20.4. the Guarantor's liability with respect to the Guaranteed Obligations
<br />shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor
<br />shall the Guarantor be exonerated or discharged by, any of the following events:
<br />a. any insolvency, bankruptcy, reorganization, arrangement,
<br />adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or
<br />dissolution of the Buyer, the Guarantor, any other guarantor or any other person;
<br />b. the liability of the Buyer, the Guarantor, any other guarantor or any
<br />other person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any
<br />genuineness, invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations
<br />or the Agreement;
<br />C. any merger, acquisition, consolidation or change in structure of the
<br />Buyer, the Guarantor or any other guarantor or person, or any sale, lease, transfer or other
<br />disposition of any or all of the assets or membership interests of the Buyer, the Guarantor, any
<br />other guarantor or other person;
<br />d. any assignment or other transfer, in whole or in part, of the City's
<br />interests in and rights under this Guaranty or the Agreement, including the City's right to receive
<br />performance of the Guaranteed Obligations, or any assignment or other transfer, in whole or in
<br />part, of the City's interests in and to any of the Collateral or other collateral securing the Guaranteed
<br />Obligations;
<br />ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST
<br />REV: 11-05-2020 VR
<br />1199\11\2925009.5
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