ContinuingGuaranty持续担保协议完整篇doc.docx

1、ContinuingGuaranty持续担保协议完整篇docContinuing Guaranty持续担保协议 - WHEREAS, Owner and CCC, INC. a _ corporation (hereinafter called Contractor ), have entered into that certain Agreement for Guaranteed Maximum Price Construction Services dated _(M/D/Y) for the construction of Project (as such may be amended,

2、 modified or restated from time to time, hereinafter called the Agreement WHEREAS, Contractor is the wholly-owned subsidiary of Guarantor; and WHEREAS, in consideration of Owners entering into the Agreement with Contractor, and as a condition to any obligations of Owner to Contractor under the Agree

3、ment, the Guarantor has agreed, at the request of Contractor, to guarantee unconditionally any and all obligations of the Contractor to Owner as provided herein and Guarantor and Owner acknowledge and agree that without such unconditional guarantee from Guarantor as provided herein, Owner would not

4、have entered into the Agreement; NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Guarantor, the Guarantor agrees with Owner as follows:1. Guarantor hereby unconditionally and absolutely guarantees the due and punctual performance, payme

5、nt and observance by Contractor of all Contractors obligations under the Agreement, for the timely and lien free completion of the Work (as defined in the Agreement) and payment of all costs, expenses, charges and fees, including cost overruns, relating to the foregoing, and the payment of all amoun

6、ts owing to Owner pursuant to the Agreement. This Guaranty shall take effect on the date hereof as an absolute, irrevocable and continuing Guaranty. Notwithstanding the provisions of this Section 1, Guarantors guarantee obligations under this Guaranty shall terminate and be of no further legal force

7、 and effect upon Final Payment by Owner pursuant to the Agreement.2. If Contractor fails to perform any of its obligations under the Agreement, or commits any breach thereof, Guarantor shall immediately, at its sole cost and expense: (i) take such steps as may be necessary to cause Contractor to per

8、form all Contractors obligations under the Agreement, or remedy any breach thereof; or (ii) take such steps as may be necessary, itself or through a third party other than Contractor, to perform all of Contractors obligations under the Agreement, or to remedy any breach thereof.3. If Guarantor fails

9、 at any time to perform any obligations under this Guaranty after written demand having been made by Owner, Owner may, without the need to give further notice thereof to Guarantor, perform itself, or have any third party perform, any such obligations and Guarantor shall indemnify Owner from and agai

10、nst any and all losses, damages, costs and expenses which may be incurred by Owner by reason of or in connection with any such failure, including without limitation any and all costs incurred by Owner in so performing or so having performed, such obligations.4. Subject to Section 1 hereof, Guarantor

11、, shall not in any way be released from any of its obligations arising under this Guaranty, nor shall any such obligations be diminished, impaired or reduced by: (i) termination of the Agreement; (ii) alterations to the terms of the Agreement; (iii) forbearance or forgiveness in respect of any matte

12、r or thing concerning the Contractor on the part of Owner or Contractor; or (iv) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, death, or lack of power of Contractor or Guarantor or any other person or entity at any time liable for the perform

13、ance of all or part of the obligations guaranteed under this Guaranty or any changes in or reorganization of Contractor.5. The rights and remedies of Owner arising under this Guaranty shall operate independently of any rights and remedies Owner may have arising under any other agreement (including w

14、ithout limitation the Agreement) and Owner shall not be required to proceed first or at all against Contractor or any other person before enforcing the terms of the Guaranty.6. Guarantor represents and warrants that: (a) Guarantor has the power and authority to execute, deliver and perform its oblig

15、ations under this Guaranty, (b) the execution, delivery and performance by Guarantor of this Guaranty do not violate or conflict with, breach, or constitute a default under, or require consent under any agreement or document binding or covering Guarantor or any of its property, (c) this Guaranty con

16、stitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, and (d) (i) this Guaranty is not given with actual intent to hinder, delay or defraud any entity to which Guarantor is, or will become on or after the date of this Guaranty, indeb

17、ted, (ii) Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Guaranty, (iii) Guarantor is not insolvent on the date of this Guaranty and will not become insolvent as a result of giving this Guaranty, and (iv) Guarantor does not intend to incur debts that

18、 will be beyond Guarantors ability to pay as such debts become due.7. In the event Owner brings an action to enforce this Guaranty, Guarantor will reimburse Owner for all expenses incurred by Owner, including, but not limited to, reasonable attorneys fees and costs.8. All notices, advices, demands,

19、requests, consents, statements, satisfactions, waivers, designations, refusals, confirmations or denials that may be required or otherwise provided for or contemplated under the terms of this Guaranty for any party to serve upon or give to any other shall, whether or not so stated, be in writing, an

20、d if not so in writing shall not be deemed to have been given, and be either personally served, sent by electronic communication, whether by telex, telegram, or telecopying, sent by recognized overnight courier service, or sent with return receipt requested by registered or certified mail with posta

21、ge prepaid (including registration or certification charges) in a securely enclosed and sealed envelope, to the following addresses:Continuing Guaranty持续担保协议 - TO:AAA1. For valuable consideration, the undersigned (hereinafter called Guarantors) jointly and severally, unconditionally guarantee and pr

22、omise to pay to AAA (hereinafter called Bank), or order, on demand, in lawful money or the United States, any and all Indebtedness of BBB LIMITED PARTNERSHIP, aN _(STATE) limited partnership (hereinafter called Borrowers) to Bank. The word Indebtedness is used herein in its most comprehensive sense

23、and includes any and all advances, debts, obligations and liabilities of Borrowers, and any and all contracts, letters of credit or commitments of Bank made for the benefit or at the request of Guarantors or Borrowers, or any one or more of them, heretofore, now or hereafter made, incurred or create

24、d, whether voluntary or involuntary, and however arising whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Borrowers may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be, or hereafter be

25、comes, barred by any statute of limitations, or whether such Indebtedness may be, or hereafter becomes, otherwise unenforceable.2. The liability of Guarantors shall not exceed at any one time the total of the principal sum of _ Dollars ($,_) plus all accrued and accruing interest upon the said guara

26、nteed principal Indebtedness as contracted and agreed by Borrowers. This Guaranty shall bind and obligate each of the undersigned, his heirs, legatees, devisees, personal representatives, successors and assigns, with said Borrower, jointly and severally, for the payment of said Indebtedness precisel

27、y as if the same had been contracted and was due and owing by him in person. The obligations hereunder are joint and several and independent of the obligations of Borrowers and a separate action or actions may be brought and prosecuted against Guarantors whether action is brought against Borrowers o

28、r whether Borrowers be joined in any such action or actions; and Guarantors waived the benefit of any statute of limitations affecting their liability hereunder or the enforcement thereof. Guarantors further waive any action against the Borrowers or Guarantors required by any statute, upon notice.3.

29、 No revocation hereof shall affect in any manner rights arising under this Guaranty with respect to (a) liabilities which shall have been created, contracted, assumed or incurred prior to actual receipt by the Bank of written notice of such revocation; (b) liabilities which shall have been created,

30、contracted, assumed or incurred after actual receipt by Bank of such written notice pursuant to any contract, letter of credit or commitment entered into by the Bank prior to receipt of such notice, or (c) any of the aforementioned liabilities arising out of or in any way related to the Indebtedness

31、 which shall have been renewed, modified, extended, consolidated, amended or revised after revocation of this Guaranty, any or all of which actions are contemplated and hereby permitted by Guarantors, and this Guaranty shall continue in full force and effect, and Bank shall have the rights herein pr

32、ovided for, as if no such revocation had occurred. The sole effect of revocation hereof shall be to exclude from this Guaranty liabilities and Indebtedness thereafter arising which are unconnected with (a) liabilities and Indebtedness theretofore arising and existing, or (b) transactions, contracts, letters of credit or commitments theretofore entered into or made, which are renewed modified, extended, consolidated, amended or revised after such revocation. Any such revocation of this Guaranty at any time or times by one or more of the undersigned Guarantors shall not a