Guarantor Acknowledgement Sample Clauses

Guarantor Acknowledgement. Each Guarantor hereby: (i) consents to this Amendment and to the changes to the Loan Agreement to be effected by this Amendment; (ii) acknowledges that this Amendment does not in any way modify, limit, or release any of its obligations under the Loan Agreement; and (iii) acknowledges that its consent to any other modification to any Loan Document will not be required as a result of the consent set forth in this Section 4 having been obtained, except to the extent, if any, required by the specific terms of that Loan Document. The following parties have caused this Amendment No. 1 to Second Amended and Restated Loan and Security Agreement to be executed as of the date first written above.

Guarantor Acknowledgement. The Agent shall have received from each Guarantor of Payment a counterpart of the Acknowledgement of Guarantors of Payment, attached hereto as Annex I, in each case, executed and delivered by a duly authorized officer of such Guarantor of Payment.

Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.

Guarantor Acknowledgement. The Guarantor(s) jointly and severally acknowledge and agree: (a) to be bound as principal debtors; (b) the liability of each Guarantor under this guarantee will not be released by any delay or other indulgence or concession which BMW may grant to the Borrower or any compromise which BMW may reach or variation BMW may agree with the Borrower, or by any other act, matter, circumstance or law whereby the Guarantor(s) may but for the provision of this clause have been released from liability under the guarantee. (c) that the guarantee is a continuing guarantee and will be irrevocable and remain in full force and effect until BMW grants a written release of the guarantee and that this guarantee will bind our respective personal representatives; (d) that BMW may at its discretion enforce the Guarantee without enforcing any other guarantee or security that BMW may hold from time to time; (e) the Guarantee is in respect of all obligations and liabilities (past, under this agreement and future) to the BMW; (f) the interest rate, terms, security and other provisions which relate to this agreement may change from time to time and the Guarantee is not released by such changes; (g) the Guarantee was shown to the Guarantor and discussed with the Guarantor prior to it being signed. (h) not in any way to compete with BMW for payment in the event of the bankruptcy or liquidation of the Borrower; and (i) the guarantee is in addition to, and not in substitution for, any other security or rights which BMW may presently have or may subsequently acquire and this guarantee may be enforced against each of us without having recourse to any such securities or rights and without making demand or taking proceedings against the Borrower or the other(s) of us.

Guarantor Acknowledgement. By signing below, each of the Guarantors (i) acknowledges, consents and agrees to the execution and delivery of this First Amendment, (ii) acknowledges and agrees that its obligations in respect of its Subsidiary Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Amendment or any of the provisions contemplated herein, (iii) ratifies and confirms its obligations under its Subsidiary Guaranty, and (iv) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Subsidiary Guaranty.

Guarantor Acknowledgement. The Guarantor hereby acknowledges and confirms that the Guarantee is continuing and is in full force and effect, notwithstanding the amendments to the Credit Agreement effected hereby.

Guarantor Acknowledgement. Each Guarantor, by signing this Agreement: (a) consents and agrees to and acknowledges the terms of this Agreement; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement; (c) represents and warrants to Lender that all representations and warranties made by such Guarantor and contained in this Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Guarantor consent to this Agreement is not required under the terms of the Loan Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Loan Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Loan Agreement.

Guarantor Acknowledgement. Each Guarantor, by signing this Agreement: (a) Consents and agrees to and acknowledges the terms of this Agreement, including, without limitation, the amendments to the Second Lien Credit Agreement set forth herein. (b) Acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or is otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. (c) Represents and warrants to the Second Lien Administrative Agent and the Lenders that all representations and warranties made by such Guarantor and contained in this Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date (except that the representations and warranties contained in Sections 5.05(a) and (b) of the Second Lien Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Second Lien Credit Agreement, respectively). (d) Acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Guarantor is not required by the terms of the Second Lien Credit Agreement or any other Loan Document to which such Guarantor is a party to consent to the terms of this Agreement and (ii) nothing in the Second Lien Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments or modifications to the Second Lien Credit Agreement.

Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that it is a Subsidiary of a Borrower and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.