By Guarantor Sample Clauses
The "By Guarantor" clause outlines the specific obligations or actions that the guarantor is required to perform under the agreement. Typically, this clause details the circumstances under which the guarantor must fulfill the obligations of the primary party, such as making payments or performing duties if the primary party defaults. For example, it may specify that the guarantor must pay outstanding debts or cover losses if the borrower fails to do so. The core function of this clause is to clearly define the guarantor's responsibilities, thereby providing assurance to the other party that obligations will be met even if the primary party fails.
By Guarantor. In order to induce the Lenders to accept this Guaranty Agreement, Guarantor represents and warrants to the Lenders (which representations and warranties will survive the creation of the Liabilities and any extension of credit thereunder) that:
By Guarantor. Guarantor hereby acknowledges that it is unconditionally liable to Lender for the full payment of all Obligations, and that, as of the date hereof, Guarantor has no defenses, counterclaims or set-offs with respect to full and immediate payment of any or all Obligations.
By Guarantor. Guarantor hereby releases, waives and forever relinquishes all claims, demands, obligations, liabilities and causes of action of whatever kind or nature, whether known or unknown, which it has, may have, or might assert now or in the future against Lender and/or its participants, officers, directors, employees, agents, attorneys, accountants, consultants, successors and assigns, directly or indirectly, arising out of, based upon, or in any manner connected with (i) any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, prior to the execution of this Agreement with respect to the Obligations, the Financing Documents and/or the administration thereof or the obligations created thereby; (ii) any discussions, commitments, negotiations, conversations or communications with respect to the refinancing, restructuring or collection of any Obligations prior to the execution of this Agreement; or (iii) any thing or matter related to any of the foregoing. The inclusion of this paragraph in this Agreement, and the execution of this Agreement by Lender, does not constitute an acknowledgment or admission by any Lender of liability for any matter, or a precedent upon which liability may be asserted.
By Guarantor. In order to induce Lender to make the loan evidenced by the Note, Guarantor represents and warrants to Lender (which representations and warranties will survive the creation of the Indebtedness and any extension of credit thereunder) that:
By Guarantor. 8 Section 3.2 No Representation by Lenders...............................8
By Guarantor. This Section 8.15 has been duly executed and delivered by Guarantor, and assuming due authorization, execution and delivery of this Agreement by the Company, this Section 8.15 constitutes the legal, valid and binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms, subject, in the case of enforceability, to the Bankruptcy and Equity Exceptions. No vote of Guarantor’s stockholders is necessary to approve this Agreement or any of the Transactions.
By Guarantor. In order to induce Beneficiary to accept this ------------ Guaranty, Guarantor represents and warrants to Beneficiary (which representations and warranties will survive the creation of the Liabilities and any extension of credit under the Note) that:
By Guarantor. The Guarantor represents and warrants to the Lenders (which representations and warranties will survive the creation of the Liabilities and any extension of credit thereunder) that:
By Guarantor. 8 Section 3.2 NO REPRESENTATION BY LENDERS...............................9 Section 3.3 INCORPORATION OF CREDIT AGREEMENT REPRESENTATIONS, WARRANTIES AND COVENANTS...................................9
By Guarantor. Guarantor hereby represents and warrants for the benefit of Seller and Purchaser that:
(a) The Loan Documents are genuine, Guarantor had full authority and capacity to contract under the Loan Documents, and Guarantor is currently obligated under the Loan Documents.
(b) There is no contract, agreement, instrument, document or written or oral understanding which amends or modifies or rearranges any of the Loan Documents or which diminishes or impairs the obligation of Guarantor or any obligor to pay the indebtedness evidenced by the Note or to perform fully the obligations of Guarantor or such obligor in strict accordance with the Loan Documents, or which voids the liens created by the Mortgage, and the Assignment, or which would permit Guarantor or any obligor to void or avoid its obligations in whole or in part.
(c) Guarantor accepts all terms and conditions of the sale of the Loan Documents and of this Purchase Agreement, including, but not limited to, Guarantor's release of Seller.
(d) Guarantor's execution of this Purchase Agreement has been duly authorized, has been approved by all necessary actions of Guarantor and will not violate Guarantor's organic documents or any agreement, law or regulation to which Guarantor is subject.
(e) Guarantor agrees that if any of the representations and warranties made by Guarantor pursuant to this Purchase Agreement shall be determined to be false or incorrect, or if Guarantor shall fail to perform any of the obligations, conditions or agreements set forth in this Purchase Agreement, or if any obligation imposed on Guarantor hereunder shall become unenforceable, then Guarantor agrees to jointly and severally indemnify and hold harmless Lender and all of Lender's affiliates, parents, subsidiaries, directors, officers and employees (together, the "Lender Group") from and against any and all damages, claims, losses, expenses, obligations and liabilities (including, without limiting the generality of the foregoing, liabilities for taxes and attorneys' fees suffered, directly or indirectly by Lender or Lender Group). Any payments made to Lender and/or Lender Group by Guarantor for indemnification purposes will be sufficient to place Lender and Lender Group in the same position had the breach not occurred. Therefore, such payments will be based on an after- tax basis assuming that the payments are fully taxable and that Lender and Lender Group are in the maximum marginal federal and state income tax bracket.