Borrowers and Guarantor Sample Clauses

Borrowers and Guarantor. (a) Certified copies of the constitutional documents of the relevant company;
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Borrowers and Guarantor. (i) Collectively, jointly and severally, Borrowers, and individually, a Borrower: Xxxxx VAF-330 Commerce Street, LLC, Xxxxx VAF-Parkway at Oak Hill, LLC, and Xxxxx VAF-6000 Xxxxxx Xxxx, LLC, each a Delaware limited liability company, together with its successors and permitted assigns.
Sample 1
Borrowers and Guarantor. Borrowers and Guarantor acknowledge and agree that: (a) the Maturity Default has occurred and is continuing under the Financing Documents; (b) Lenders have no further obligation to make advances to Borrowers under the Financing Documents; (c) the outstanding Agreement Principal Balance and the outstanding interest included in the Non-Principal Amounts are as set forth on Schedule 2.1(c) hereto as of the date set forth therein; (d) all of such amounts are currently due and payable in full without defense, setoff or counterclaim; (e) the expenses, including reasonable attorneys' fees, incurred by Agent and Lenders, including, without limitation, those incurred in connection with the preparation, negotiation, execution and implementation of this Agreement, the Maturity Default, the collection of the amounts due by Borrowers and Guarantor to Lenders and the exercise of Lenders' rights and remedies (collectively, the "Expenses") shall continue to accrue in accordance with the terms of the Financing Documents and have been and shall continue to be included in the Non-Principal Amounts and shall be released as and to the extent provided in Section 9 if and as Transfer Deeds are recorded and the Interim Deficiency Waivers, the Final Interim Deficiency Waiver and the Final Deficiency Waiver are delivered as provided in this Agreement; (f) the liens and security interests granted in the Security Documents are valid and perfected and neither Borrowers, Guarantor nor any Affiliate of any thereof has any interest in any of the Properties or any of the other Collateral which is superior to such liens and security interests except as described on Schedule 2.1(f); and (g) Borrowers and Guarantor have received reasonably equivalent value (as that term is used in Bankruptcy Code Section 548 and the Uniform Fraudulent Transfer Act) and fair consideration in return for entering into, and performing their obligations under, this Agreement.
Sample 1
Borrowers and Guarantor acknowledge that the credit provided hereunder is on terms more favorable than any Borrower acting alone would receive and that each Borrower benefits directly and indirectly from all Loans hereunder. Each of the Borrowers and Guarantor, shall be jointly and severally liable for all Obligations, regardless of, inter alia, which Borrower requested (or received the proceeds of) a particular Loan.
Sample 1

Related to Borrowers and Guarantor

  • Loan Parties Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, (ix) the organization identification number, (x) ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the industry or nature of business of such Loan Party.

  • Borrower The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

  • Information Regarding Borrower and Guarantors Prompt written notice (and in any event within thirty (30) days prior thereto) of any change (i) in the Borrower or any Guarantor’s corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of the Borrower or any Guarantor’s chief executive office or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower or any Guarantor’s federal taxpayer identification number.

  • BORROWERS BODY SHOP OF AMERICA, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer CATALOGUE VENTURES, INC., a Florida corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer GUARANTORS: BODY CENTRAL ACQUISITION CORP., a Delaware corporation By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer RINZI AIR, L.L.C., a Florida limited liability company By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer ADMINISTRATIVE AGENT: DYMAS FUNDING COMPANY, LLC, as Administrative Agent By: Dymas Capital Management Company, LLC, its Manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director LENDERS: XXXXXXXXX FINANCIAL CAYMAN LTD., as a Lender By: Xxxxxxxxx Financial LLC, as Collateral Manager By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Managing Director NEWSTAR SHORT-TERM FUNDING LLC, as a Lender By: NewStar Financial, Inc., its Designated Manager By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director NEWSTAR LLC 2005-1, as a Lender By: NewStar Financial, Inc., its Sole Member By: /s/ P. Xxxxx Xxxxxxxxx Name: NewStar Financial Title: Managing Director A3 FUNDING LP, as a Lender By: A3 Fund Management LLC, its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President A4 FUNDING LP, as a Lender By: A4 Fund Management, Inc., its General Partner By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Vice President ABLECO FINANCE LLC, as a Lender By: /s/ Alexander J, Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Portfolio Manager CAPITALSOURCE FINANCE LLC, as a Lender By: Name: Title: EXHIBIT A TO WAIVER AND THIRD AMENDMENT TO FINANCING AGREEMENT Dated as of January 25, 2008 DESIGNATED DEFAULTS None, except:

  • AGENT AND LENDERS ​ ​ ​ EICF AGENT LLC, as Agent ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Authorized Signatory ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ ENERGY IMPACT CREDIT FUND I LP, ​ as a Lender ​ ​ ​ By: Energy Impact Credit Fund I GP LLC, its general partner ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: Managing Partner ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ CION INVESTMENT CORPORATION, ​ as a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President & Chief Investment Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ XXXXXX XXXX FUNDING II, LLC, as a Lender ​ ​ ​ By: /s/ Xxxxx Xxxxxxx ​ Name: Xxxxx Xxxxxxx ​ Title: President ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ CROWDOUT CAPITAL LLC, as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ ​ ​ CROWDOUT CREDIT OPPORTUNITIES FUND LLC, as a Lender ​ ​ ​ By: /s/ Xxxxxxxxx Xxxxxxxxxx ​ Name: Xxxxxxxxx Xxxxxxxxxx ​ Title: Chief Executive Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ ​ ​ ​ BORROWERS: ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES GROUP INC., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary ​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES GROUP, L.L.C., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​​ ​ ​ ​ XXXXXXXX INDUSTRIAL SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​​ ​ ​ ​ XXXXXXXX SPECIALTY SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ ​ ​ XXXXXXXX PLANT SERVICES, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Assistant Secretary ​ ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ XXXXXXXX GLOBAL SERVICES, INC., as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ CONSTRUCTION & MAINTENANCE PROFESSIONALS, LLC, as Borrower ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ GUARANTORS: ​ ​ ​ GLOBAL POWER PROFESSIONAL SERVICES INC., as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: President ​ ​ GPEG, LLC, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Vice President ​ ​ STEAM ENTERPRISES LLC, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: President ​ ​ WISG CANADA LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ WISG NUCLEAR LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxx X. Xxxxxxx ​ Name: Xxxxxx X. Xxxxxxx ​ Title: Chief Financial Officer ​ ​ WISG ELECTRICAL LTD., as Guarantor ​ ​ ​ By: /s/ Xxxxxx X. Xxxxxxx ​ Name: Xxxxxx X. Xxxxxxx ​ Title: Chief Financial Officer ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ ​ WISG ELECTRICAL, LLC, a New York limited liability company, as Guarantor ​ ​ ​ By: /s/ Xxxxxxx X. Xxxxxxxx ​ Name: Xxxxxxx X. Xxxxxxxx ​ Title: Secretary ​ ​ FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ ​ Exhibit A Marked Loan Agreement See attached. ​ ​ ​ ​ CONFORMED COPY – NOT EXECUTED IN THIS FORM INCORPORATING FIRST AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF JUNE 30, 2022, SECOND AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF DECEMBER 30, 2022, THIRD AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF JANUARY 9, 2023 AND , FOURTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF FEBRUARY 24, 2023, AND FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF MARCH 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ​ DATED AS OF DECEMBER 16, 2020 ​ AMONG ​ EICF AGENT LLC, ​ AS AGENT FOR THE LENDERS SIGNATORY HERETO, ​ XXXXXXXX INDUSTRIAL SERVICES GROUP INC., ​ AS BORROWER ​ AND ​ THE OTHER CREDIT PARTIES SIGNATORY HERETO ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ XXXXXXX AND XXXXXX LLP 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York, New York 10020 ​ ​ ​ ​ ​ TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ PAGE ​ ​ ​

  • Borrowers’ Agent Each of Borrowers hereby irrevocably appoints Borrower Representative as its agent, attorney-in-fact and legal representative for all purposes, including requesting disbursement of the Term Loan Advance and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent or any Lender. Agent may rely, and shall be fully protected in relying, on any request for the Term Loan Advance, disbursement instruction, report, information or any other notice or communication made or given by Borrower Representative, whether in its own name or on behalf of one or more of the other Borrowers, and Agent shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such request, instruction, report, information, other notice or communication, nor shall the joint and several character of Borrowers’ obligations hereunder be affected thereby.

  • The Borrower AGREES TO INDEMNIFY EACH LENDER (INCLUDING THE SWINGLINE LENDER) AND EACH ISSUING BANK AGAINST ANY DIRECT OR INDIRECT COSTS OR LOSSES (INCLUDING ANY DIRECT LOSSES DUE TO CURRENCY EXCHANGE RATES OR EXCHANGE CONTROLS), OR REASONABLE EXPENSE WHICH SUCH LENDER OR ISSUING BANK MAY SUSTAIN OR INCUR AS A CONSEQUENCE OF: (A) ANY FAILURE BY THE BORROWER TO BORROW OR TO CONVERT OR CONTINUE ANY LOAN HEREUNDER (INCLUDING AS A RESULT OF THE BORROWER’S FAILURE TO FULFILL ANY OF THE APPLICABLE CONDITIONS SET FORTH IN ARTICLE 4) AFTER IRREVOCABLE NOTICE OF SUCH BORROWING, CONVERSION OR CONTINUATION HAS BEEN GIVEN PURSUANT HERETO, (B) ANY PAYMENT, PREPAYMENT OR CONVERSION, ASSIGNMENT OR FUNDING OF A EUROCURRENCY RATE LOAN REQUIRED BY ANY PROVISION OF THIS AGREEMENT OR OTHERWISE MADE OR DEEMED MADE ON A DATE OTHER THAN THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO (INCLUDING AS A RESULT OF THE OPERATION OF SECTION 2.01(c)), (C) ANY DEFAULT IN PAYMENT OR PREPAYMENT OF THE PRINCIPAL AMOUNT OF ANY LOAN OR ANY REIMBURSEMENT OBLIGATION IN RESPECT OF ANY L/C DISBURSEMENT OR ANY PART THEREOF OR INTEREST ACCRUED THEREON, AS AND WHEN DUE AND PAYABLE (AT THE DUE DATE THEREOF, WHETHER BY SCHEDULED MATURITY, ACCELERATION, IRREVOCABLE NOTICE OF PREPAYMENT OR OTHERWISE), (D) THE OCCURRENCE OF ANY EVENT OF DEFAULT, OR (E) THE FAILURE TO PAY ANY LOAN OR L/C DISBURSEMENT DENOMINATED IN AN AVAILABLE CURRENCY, OR ANY INTEREST THEREON, IN THE AVAILABLE CURRENCY IN WHICH SUCH LOAN WAS MADE OR APPLICABLE LETTER OF CREDIT ISSUED, INCLUDING, IN EACH SUCH CASE, ANY LOSS OR REASONABLE EXPENSE SUSTAINED OR INCURRED OR TO BE SUSTAINED OR INCURRED BY SUCH LENDER OR ISSUING BANK IN LIQUIDATING OR EMPLOYING DEPOSITS FROM THIRD PARTIES, OR WITH RESPECT TO COMMITMENTS MADE OR OBLIGATIONS UNDERTAKEN WITH THIRD PARTIES, TO EFFECT OR MAINTAIN ANY LOAN OR LETTER OF CREDIT HEREUNDER OR ANY PART THEREOF. SUCH LOSS SHALL INCLUDE, AS APPLICABLE: (i) AN AMOUNT EQUAL TO THE EXCESS, IF ANY, AS REASONABLY DETERMINED BY SUCH LENDER OR ISSUING BANK, OF (A) ITS COST OF OBTAINING THE FUNDS FOR THE LOAN OR LETTER OF CREDIT BEING PAID, PREPAID, CONVERTED OR NOT BORROWED FOR THE PERIOD FROM THE DATE OF SUCH PAYMENT, PREPAYMENT OR FAILURE TO BORROW TO THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN (OR, IN THE CASE OF A FAILURE TO BORROW THE INTEREST PERIOD FOR SUCH LOAN WHICH WOULD HAVE COMMENCED ON THE DATE OF SUCH FAILURE) OVER (B) THE AMOUNT OF INTEREST (AS REASONABLY DETERMINED BY SUCH LENDER) THAT WOULD BE REALIZED BY SUCH LENDER IN RE–EMPLOYING THE FUNDS SO PAID, PREPAID OR NOT BORROWED FOR SUCH PERIOD OR INTEREST PERIOD, AS THE CASE MAY BE, (ii) ANY LOSS INCURRED IN LIQUIDATING OR CLOSING OUT ANY FOREIGN CURRENCY CONTRACT, AND (iii) ANY LOSS ARISING FROM ANY CHANGE IN THE VALUE OF DOLLARS IN RELATION TO ANY LOAN OR L/C DISBURSEMENT MADE IN ANOTHER AVAILABLE CURRENCY WHICH WAS NOT PAID ON THE DATE DUE OR WHICH WAS NOT PAID IN THE AVAILABLE CURRENCY IN WHICH IT WAS MADE OR IN WHICH THE APPLICABLE LETTER OF CREDIT WAS ISSUED.

  • Additional Credit Parties As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

  • BORROWER'S AFFIRMATIVE COVENANTS Each Borrower covenants and agrees that, so long as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the cancellation or expiration of all Letters of Credit, unless Requisite Lenders shall otherwise give prior written consent, such Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

  • The Lender We can choose to assign or transfer any of our rights or obligations under this Agreement without your or the Guarantor’s specific consent, and each of our assignees and transferees has the same rights against you and the Guarantor under the Relevant Documents as if it were named in this Agreement as the Lender.

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