Existing Guaranty Sample Clauses

Existing Guaranty. The Guaranty is intended to be supplemental to, and not in limitation of, any existing guaranty in favor of the Secured Party to secure the Obligations. All such existing guaranty, and any rights of the Secured Party in connection therewith, shall remain in full force and effect in accordance with their respective terms.
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Existing Guaranty. Upon the execution of this Guaranty by the Guarantors party hereto, this Guaranty shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Guaranty, and the Existing Guaranty shall be superseded by this Guaranty in all respects.
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Existing Guaranty. The “Guaranty” (as defined in the Existing Credit Agreement).
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Existing Guaranty. All indebtedness, obligations, and liabilities created by the Existing Guaranty shall continue unimpaired and in full force and effect, as restated in this Agreement. This Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Guaranty, and this Agreement evidences the obligations of the Guarantors under the Existing Guaranty as continued and restated hereby. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GUARANTORS: XXXXX & MINOR DISTRIBUTION, INC., a Virginia corporation By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary XXXXX & MINOR MEDICAL, INC., a Virginia corporation By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary BARISTA ACQUISITION I, LLC, a Virginia limited liability company By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary BARISTA ACQUISITION II, LLC, a Virginia limited liability company By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary O&M HALYARD, INC., a Virginia corporation By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary XXXXX & MINOR, INC., a Virginia corporation By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary O&M XXXXX HOLDINGS, GP, a Delaware general partnership By: BARISTA ACQUISITION I, LLC, its Partner By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary BARISTA ACQUISITION II, LLC, its Partner By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary XXXXX HOLDINGS I, INC., a New Jersey corporation By: /s/ Xxxxx X. Bernocchi Name: Xxxxx X. Bernocchi Title: President XXXXX HEALTHCARE CENTERS, INC., a New Jersey corporation By: /s/ Xxxxx X. Bernocchi Name: Xxxxx X. Bernocchi Title: Chief Executive Officer XXXXX & MINOR INTERNATIONAL LOGISTICS, INC., a Virginia corporation By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Executive Vice President, General Counsel and Corporate Secretary Accepted and agreed to as of the date first above writte...
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Existing Guaranty. Upon the execution of this Guaranty by the Guarantors party hereto, this Guaranty shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to that certain (i) Guaranty dated June 4, 2013 by the Guarantors (as defined therein party thereto) in favor of Administrative Agent (the “Subsidiaries Guaranty”), (ii) Guaranty dated June 4, 2013 by Sovran Holdings, Inc., a Delaware corporation, in favor of Administrative Agent (the “Holdings Guaranty”), (iii) Guaranty dated April 1, 2014 by Sovran Cameron, LLC, a Delaware limited liability company, in favor of Administrative Agent (the “Cameron Guaranty”) and (iv) Guaranty dated April 1, 2014 by Sovran Congress, LLC, a Delaware limited liability company, in favor of Administrative Agent (the “Congress Guaranty”; together with the Subsidiaries Guaranty, Holdings Guaranty and Cameron Guaranty, collectively, the “Existing Guaranty”), and the Existing Guaranty shall be superseded by this Guaranty in all respects.
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Existing Guaranty. Each Fountain Corporation that is a party to the Existing Guaranty hereby acknowledges and consents to the amendments to the Existing GECC Note, the Existing Aircraft Note and all of the Security Documents executed and delivered in connection with the loans evidenced by the Existing GECC Note and the Existing Aircraft Note, whether effected hereby or by any instrument, agreement or amendment to be delivered pursuant to Article 3 and agrees that (a) each reference in the Existing Guaranty to the Loan Agreement shall be deemed to refer to this Agreement as amended from time to time, (b) each reference, if any, in the Existing Guaranty to the Existing Aircraft Note or the Existing GECC Note shall be deemed to refer to the Amended Aircraft Note and the Amended GECC Note, respectively, (c) the liabilities, indebtedness and obligations the payment and performance of which has been guaranteed pursuant to the Existing Guaranty shall be and hereby is expanded to include any and all of the Obligations, whether the same shall be due or owing to GECC, Transamerica, any other Lender or the Agent, (d) the Existing Guaranty and each such Fountain Corporation's liabilities and obligations thereunder are and shall remain in full force and effect in accordance with the terms and provisions of the Existing Guaranty as modified, supplemented and/or amended by the provisions of this Section, and (e) nothing in this Agreement or in any instrument, agreement or amendment delivered pursuant to Article 3 shall alter, limit, diminish or impair such Fountain Corporation's obligations under the Existing Guaranty except to the extent that the indebtedness and obligations of the Borrower, the payment of which such Fountain Corporation has guaranteed pursuant to the Existing Guaranty, have been altered by the provisions of this Agreement or any instrument, agreement or amendment delivered pursuant to Article 3. 1.20. 1.21.
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Existing Guaranty. Existing Guarantor shall remain liable under the Existing Guaranty for all indebtedness and obligations of Maker and Borrower under the Loan Documents, and Existing Guarantor shall not be released from any liability or obligations on account of the transactions evidenced by this Agreement or the Deed.
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Existing Guaranty. The obligations of the Company under the Existing Note Purchase Agreement and the Existing Notes were, and the obligations of the Company hereunder and under the Notes shall continue to be absolutely, unconditionally and irrevocably guaranteed by G&K Services, Co., a Minnesota corporation (the “G&K Subsidiary Guarantor”), pursuant to that certain Subsidiary Guaranty Agreement dated as of April 15, 2013 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “G&K Subsidiary Guaranty”).
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Existing Guaranty. This Guaranty amends and restates in its entirety the Existing Guaranty, provided that the obligations of Guarantor under the Existing Guaranty shall continue under this Guaranty, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Guaranty. [Remainder of page intentionally left blank.]
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Related to Existing Guaranty

  • Continuing Guaranty This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

  • Continuing Guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

  • Continuing Guaranty; Assignments This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and the Termination Date, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Agent and the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in Section 9.07. The Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each of the Lenders.

  • Continuing Guaranty; Assignments under the Credit Agreement This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Maturity Date and (iii) the latest date of expiration, termination or Cash Collateralization or provision of Credit Support therefor of all Letters of Credit and the expiration or termination of all Secured Hedge Agreements, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. Subject to Section 7.04 of the Credit Agreement, no Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

  • Guarantee of Payment; Continuing Guarantee The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

  • Events Affecting Guarantor Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

  • Guaranty Agreement FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the agreement of United Development Corporation (the "Developer") to permit deferral of the Developer Fee pursuant to the Development Fee Agreement due from United Development Co., L.P.- 97.1 a Tennessee limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guaranty the full and prompt payment when due, whether by acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by the Development Fee Agreement dated the even date herewith, and incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Developer in endeavoring to collect the Liabilities, or any part thereof, and in enforcing the Liabilities or this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represent and warrant that the extension of credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the undersigned, and acknowledge that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. The Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew for any period (whether or not longer than the original period) or alter any of the Liabilities, (d) release or compromise any Liability of the undersigned hereunder or any Liability of any other party or parties primarily or secondarily liable on any of the Liabilities, (e) release, compromise or subordinate its title or security interest, or any part thereof, if any, in all or any property now or hereafter securing any of the Liabilities or any obligation hereunder, and permit any substitution or exchange for any such property, and (f) resort to the undersigned for payment of any of the Liabilities, whether or not the Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other party primarily or secondarily liable on any of the Liabilities. The undersigned hereby expressly waive: (a) notice of the existence or creation of all or any of the Liabilities, (b) notice of any amendment or modification of any of the instruments or documents evidencing or securing the Liabilities, (c) presentment, demand, notice of dishonor and protest, (d) all diligence in collection or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for any of the foregoing, and (e) the right to require the Developer to proceed against Debtor on any of the Liabilities. In the event any payment of Debtor to the Developer is held to constitute a preference under the bankruptcy laws, or if for any other reason the Developer is required to refund such payment or pay the amount thereof to any other party, such payment by Debtor to the Developer shall not constitute a release of Guarantor from any Liability hereunder, but Guarantor agrees to pay such amount to the Developer upon demand and this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. No delay or failure on the part of the Developer in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Developer of any right or remedy shall preclude other or future exercise thereof or the exercise of any other right or remedy. No action of the Developer permitted hereunder shall in any way impair or affect this Guaranty Agreement. For the purpose of this Guaranty Agreement, the Liabilities of Debtor to the Developer are guaranteed notwithstanding any right or power of Debtor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall impair or affect the obligations of the undersigned hereunder. Payment by the Guarantor under this Guaranty Agreement shall be recorded as a capital contribution payment from the Guarantor to Debtor and, subsequently, as a payment of the Development Fee from Debtor to Developer. This Guaranty Agreement shall be binding upon the undersigned, and upon the legal representatives, heirs, successors and assigns of the undersigned. This Guaranty Agreement has been made and delivered in the state of Tennessee and shall be construed and governed under Tennessee law. Whenever possible, each provision of the Guaranty Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty Agreement. Whenever the singular or plural number, masculine or feminine or neuter is used herein, it shall equally include the other where applicable. In the event this Guaranty Agreement is executed by more than one guarantor, this Guaranty Agreement and the obligations hereunder are the joint and several obligation of the undersigned. Guarantor consents to the jurisdiction of the courts in the State of Tennessee and/or to the jurisdiction and venue of any United States District Court in the State of Tennessee having jurisdiction over any action or judicial proceeding brought to enforce, construe or interpret this Guaranty. Guarantor agrees to stipulate in any such proceeding that this Guaranty is to be considered for all purposes to have been executed and delivered within the geographical boundaries of the State of Tennessee, even if it was, in fact, executed and delivered elsewhere.

  • Subsidiary Guaranty (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the Guaranty Agreement dated as of the Closing Date, which shall be substantially in the form of Exhibit 2.2 attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the “Subsidiary Guaranty”).

  • Continuing Security Interest: Assignments under Credit Agreement (a) This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (ii) be binding upon each Grantor, and their respective successors and assigns, and (iii) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Guaranty made and the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, upon Borrowers’ request, Agent will authorize the filing of appropriate termination statements to terminate such Security Interest. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Revolving Loans or other loans made by any Lender to any Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

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