Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Subsidiary Guaranty (Dynamic Health Products Inc), Subsidiary Guaranty (Comc Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after ▇▇▇▇▇▇’s ▇▇'s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or any Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrower to Lenders under the Loan Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Guaranty (American Buildings Co /De/), Guaranty (Nations Flooring Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts when they fall whe▇ ▇▇▇▇ ▇all due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the Loan Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations, or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Guaranty (Able Energy Inc), Guaranty (Able Energy Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Credit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrowers with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor Borrowers will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after ▇▇▇▇▇▇’s Borrowers’ financial condition or ability to pay its their lawful debts when they fall due has deteriorated, whether or not Debtor has Borrowers have properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrowers, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrowers shall be governed solely by the provisions of the DocumentsCredit Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrowers, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or any Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrowers to Lenders under the Credit Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Guaranty and Suretyship Agreement (Radnor Holdings Corp), Guaranty and Suretyship Agreement (Radnor Holdings Corp)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Agreement, the other Loan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after ▇▇▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Agreement or the other Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s liability or obligation under Loan Agreement or the other Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or any Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrower to Lenders under the Loan Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Guaranty (Newtek Business Services Corp.), Guaranty (Newtek Business Services Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Credit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrowers with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor Borrowers will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrowers’ financial condition or ability to pay its their lawful debts when they fall due has deteriorated, whether or not Debtor has Borrowers have properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrowers, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrowers shall be governed solely by the provisions of the DocumentsCredit Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorany Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Guaranty (MBC Funding Ii Corp.), Guaranty (MBC Funding Ii Corp.)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the ObligationsLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent or the Lenders with respect thereto. Guarantors hereby knowingly accept The obligation of the full range Guarantor hereunder shall be to make prompt payment to the Agent, for the benefit of risk encompassed within a contract the Lenders, irrespective of “continuing guaranty” which risk includes any inability to convert any currency into the possibility currency of payment of such Guaranteed Obligations, irrespective of any inability to transfer funds in the currency of payment of such Guaranteed Obligations to the place of payment therefor, it being the intent of this paragraph that Debtor will contract additional indebtedness for which Guarantors may the Guaranteed Obligations shall be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtednessabsolute and unconditional under any and all circumstances. The undersigned acknowledge that (i) no oral representationsobligations of the Guarantor under this Article IX are irrespective of the value, including genuineness, validity, regularity or enforceability of any representations of the Loan Documents, or any other agreement or instrument referred to extend credit therein, or provide any substitution, release, impairment or exchange of any other financial accommodations to Debtorguarantee of or security for any of the Guaranteed Obligations, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit and, to the Debtor fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of the Guaranteed Obligations), it being the intent of this Article IX that the obligations of the Guarantor hereunder shall be governed solely by the provisions absolute and unconditional under any and all circumstances. This is a Guarantee of the Documentspayment and not of collection and is intended to be and shall be construed as a continuing guarantee. The liability of each of the undersigned Guarantor under this Guaranty shall be absolute Article IX constitutes a primary obligation, and unconditional, in accordance with its termsnot a contract of surety, and shall remain be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in full force and effect without regard any way relating to, and shall not be released, suspended, discharged, terminated any or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: all of the following:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect notice of the Documents or any other instruments or agreements relating state of indebtedness of the Borrower under the Loans and assents to the Obligations release, substitution or any assignment or transfer variation of any thereofcollateral or other guarantee which may at any time be held as security for any Loans, all without relieving the Guarantor of any liability under this Agreement;
(b) any lack promptness, diligence, notice of validity or enforceability acceptance of this Agreement and of any Document extension of any loan or other documents, instruments or agreements relating financial accommodation by the Lenders to the Obligations or any assignment or transfer of any thereof, Borrower;
(c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge presentment and demand for payment of any of the foregoingGuaranteed Obligations;
(d) protest and notice of dishonor or default to the Guarantor or to any other party with respect to any of the Guaranteed Obligations; and
(e) all other notices to which the Guarantor might otherwise be entitled except as specifically herein provided. This Article IX shall continue to be effective or be reinstated, (f) as the case may be, if at any exchangetime any payment of the Guaranteed Obligation is rescinded or must otherwise be returned by the Agent or the Lenders or any other Person upon the insolvency, release bankruptcy or nonperfection reorganization of any collateralthe Borrower, or any releaseother Person, or amendment or waiver of or consent to departure from any guaranty or securityotherwise, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until as though such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or payment had not allowed or allowablebeen made.
Appears in 2 contracts
Sources: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Company with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor Company will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Company has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorCompany, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of the Documents, the other Documents and applicable law. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereofthereof to an assignee of the Documents permitted pursuant to the terms of the Documents, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof to an assignee of the Documents permitted pursuant to the terms of the Documents, or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorCompany, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations (but without duplication of any interest accrued or payable under the Documents). Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Subsidiary Guaranty (Numerex Corp /Pa/), Subsidiary Guaranty (Numerex Corp /Pa/)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the ----------------- Obligations will be paid strictly in accordance with the terms of the Documents Credit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrowers with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrowers will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after ▇▇▇▇▇▇’s Borrowers' financial condition or ability to pay its their lawful debts when they fall due has deteriorated, whether or not Debtor has Borrowers have properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrowers, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrowers shall be governed solely by the provisions of the DocumentsCredit Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrowers, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or any Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrowers to Lenders under the Credit Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Guaranty (Radnor Holdings Corp), Guaranty (Radnor Holdings Corp)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the ObligationsObligations (subject to the limits provided in Section 19 hereof), regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor one or more Borrowers will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after such ▇▇▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor such Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorany Borrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor any Borrower shall be governed solely by the provisions of the DocumentsLoan Agreement. The Except as otherwise provided in Section 19 hereof, the liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, ; (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorany Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrowers to Lender under the Loan Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 2 contracts
Sources: Limited Guaranty (Spar Group Inc), Limited Guaranty (Spar Group Inc)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 2005 Documents and 2006 Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Debtors with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Debtors will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s the Debtors’ financial condition or ability to pay its their lawful debts when they fall due has deteriorated, whether or not Debtor has the Debtors have properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Debtors, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Amended and Restated Guaranty and (ii) any extension of credit to the Debtor Debtors shall be governed solely by the provisions of the 2005 Documents and 2006 Documents. The liability of each of the undersigned under this Amended and Restated Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the 2005 Documents and 2006 Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any 2005 Document and/or 2006 Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the 2005 Documents and/or 2006 Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Debtors, or any action taken with respect to this Amended and Restated Guaranty by any trustee trustee, receiver, interim receiver, or receiverreceiver and manager, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Creative Vistas Inc)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor any Borrower with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor one or more Borrowers will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after such Borr▇▇▇▇'▇ ▇▇’s financial inancial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor such Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorany Borrower, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor any Borrower shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity assignment or enforceability transfer of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, Obligations; (c) any furnishing of any additional security to Laurus Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, Obligations; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorany Borrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection non-perfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned, subject to Section 9 hereof. Any amounts due from the undersigned to Laurus Agent or any Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrowers to Lenders under the Loan Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Guaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after D▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Multi-Channel to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Guaranteed Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Guaranteed Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Multi-Channel or its assignees or any acceptance thereof or any release of any security by Laurus Multi-Channel or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Guaranteed Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Guaranteed Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned, all except to the extent agreed to in writing by Multi-Channel. Any amounts due from the undersigned to Laurus Multi-Channel shall bear interest until such amounts are paid in full at the highest rate then applicable to the Guaranteed Obligations. Guaranteed Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the ObligationsLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent or the Lenders with respect thereto. Guarantors hereby knowingly accept The obligation of the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may Guarantor hereunder shall be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit make prompt payment to the Debtor Agent, for the benefit of the Lenders, irrespective of any inability to convert any currency into the currency of payment of such Guaranteed Obligations, irrespective of any inability to transfer funds in the currency of payment of such Guaranteed Obligations to the place of payment therefor, it being the intent of this paragraph that the Guaranteed Obligations shall be governed solely by the provisions absolute and unconditional under any and all circumstances. This is a Guarantee of the Documentspayment and not of collection and is intended to be and shall be construed as a continuing guarantee. The liability of each of the undersigned Guarantor under this Guaranty shall be absolute Article X constitutes a primary obligation, and unconditional, in accordance with its termsnot a contract of surety, and shall remain be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in full force and effect without regard any way relating to, and shall not be released, suspended, discharged, terminated any or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: all of the following:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect notice of the Documents state of indebtedness of the Borrower under the Loans or any other instruments the release, substitution or agreements relating to the Obligations or any assignment or transfer variation of any thereof, collateral or other guarantee which may at any time be held as security for any Loans all without relieving the Guarantor of any liability under this Agreement,
(b) promptness, diligence, notice of acceptance of this Agreement and of any extension of any loan or other financial accommodation by the Lenders to the Borrower,
(c) presentment and demand for payment of any of the Guaranteed Obligations,
(d) protest and notice of dishonor or default to the Guarantor or to any other party with respect to any of the Obligations,
(e) all other notices to which the Guarantor might otherwise be entitled except as specifically herein provided,
(f) any illegality, lack of validity or enforceability of any Document or other documentsGuaranteed Obligation, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or and
(g) any other circumstance which (including, without limitation, any statute of limitations) that might otherwise constitute a defense available to, or a legal or equitable discharge ofof the Borrower or the Guarantor or any other guarantor or surety. This Article X shall continue to be effective or be reinstated, as the undersigned. Any amounts due from case may be, if at any time any payment of the undersigned to Laurus shall bear interest until Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or the Lenders or any other person upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or payment had not allowed or allowablebeen made.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally Holdings guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the ObligationsLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor any Secured Party with respect thereto. Guarantors hereby knowingly accept the full range Holdings further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts payment when they fall due has deteriorated, (whether or not Debtor has properly authorized incurring such additional indebtednessany bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit First Lien Obligations of Holdings under or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into in respect of this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions are independent of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected byGuaranteed First Lien Obligations or, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification other First Lien Obligations of or addition, consent or supplement to or deletion from or any other action or inaction Loan Party under or in respect of the Documents Loan Documents, the Specified Non Loan Party Hedge Obligations or the Specified Non Loan Party Secured Cash Management Obligations, and a separate action or actions may be brought and prosecuted against Holdings to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other instruments Loan PartyRestricted Subsidiary or agreements relating to whether the Obligations Borrower or any assignment other Loan Partysuch Restricted Subsidiary is joined in any such action or transfer actions. The liability of Holdings under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and Holdings hereby irrevocably waives any rights, claims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following (whether or not Holdings has knowledge thereof, ):
(ba) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other documentsterm of, instruments all or agreements relating to any of the Guaranteed First Lien Obligations or, any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, the Specified Non Loan Party Hedge Obligations or any assignment or transfer of any thereofthe Specified Non Loan Party Secured Cash Management Obligations, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or any consent to departure from any guaranty Loan Document, including, without limitation, any increase in the Guaranteed First Lien Obligations resulting from the extension of additional credit to any Loan Party or securityany of its Subsidiaries or otherwise;
(c) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed First Lien Obligations or any other impairment of such collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed First Lien Obligations;
(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed First Lien Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed First Lien Obligations or, any other First Lien Obligations of any Loan Party under the Loan Documents, the Specified Non Loan Party Hedge Obligations, the Specified Non Loan Party Secured Cash Management Obligations or any other assets of any Loan Party or any of its Subsidiaries;
(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;
(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (Holdings waiving any duty on the part of the Secured Parties to disclose such information);
(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of Holdings or any other guarantor or surety with respect to the Guaranteed First Lien Obligations; or
(h) any other circumstance which or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the undersignedcase may be, if at any time any payment of any of the Guaranteed First Lien Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. Any amounts due No payment made by the Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the undersigned Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to Laurus time in reduction of or in payment of the Guaranteed First Lien Obligations shall bear interest be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed First Lien Obligations until such all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full at the highest rate then applicable in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Obligations. Obligations include post-petition interest whether Administrative Agents and the applicable L/C Issuer, Hedge Bank or not allowed Cash Management Bank, as the case may be, have been made) shall have expired or allowablebeen terminated and the Commitments shall have expired or been terminated.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Subsidiary Guaranty (Sequiam Corp)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ the Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents Documents, or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document Document, or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Lender or its their assignees or any acceptance thereof or any release of any security by Laurus the Lender or its their assignees, (d) any limitation on any party’s liability or obligation under the Documents Documents, or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations as set forth in the Documents. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees The Guarantor hereby guaranties that the Obligations will be paid strictly in accordance with the terms of the Documents Term Note and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall become due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned Guarantor to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the DocumentsGuaranty. The liability of each of the undersigned Guarantor under this Guaranty shall be absolute and unconditional, in accordance with its terms, and and, so long as the Obligations are outstanding, shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document the Term Note or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned Guarantor shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersignedGuarantor. Any amounts due from the undersigned Guarantor to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Time America Inc)
Guaranty Absolute. Subject to Section 5(c)6(c) hereof, each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Company will contract additional indebtedness indebtedness, obligations and liabilities for which Guarantors may be liable hereunder after ▇▇▇▇▇▇the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtedness, obligations and liabilities. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company, have been made by ▇▇▇▇▇▇ any Creditor Party to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Creditor Parties or its their assignees or any acceptance thereof or any release of any security by Laurus the Creditor Parties or its their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Creditor Parties shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Rapid Link Inc)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s Debtor's financial condition or ability to pay its lawful debts when they w▇▇▇ ▇▇ey fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ __________ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus __________ or its assignees or any acceptance thereof or any release of any security by Laurus __________ or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus __________ shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Subsidiary Guaranty (Dyntek Inc)
Guaranty Absolute. Subject to Section 5(c)2.1 This Agreement shall be deemed accepted by the Administrative Agent upon receipt, each and the obligations of the undersigned jointly Guarantor under this Agreement are effective immediately and severally are continuing and cover all Guaranteed Obligations arising prior to and after the date hereof. This Agreement may not be revoked by the Guarantor and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by the Guarantor.
2.2 The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any Credit Agreement and the other document, instrument or agreement creating or evidencing the ObligationsLoan Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Administrative Agent or the Lenders with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility The Guarantor agrees that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned obligations under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and Agreement shall not be released, suspendeddiminished, discharged, terminated or otherwise affected impaired by, and waives any circumstance or occurrence whatsoever, including, without limitation: rights which it might otherwise have which relate to:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any Any lack of validity or enforceability of the Guaranteed Obligations, any Document Loan Document, or any other agreement or instrument relating thereto; any increase, reduction, extension, or rearrangement of the Guaranteed Obligations; any amendment, supplement, or other documentsmodification of the Loan Documents; any waiver or consent granted under the Loan Documents, instruments including waivers of the payment and performance of the Guaranteed Obligations; or agreements any sale, assignment, delegation, or other transfer of the Guaranteed Obligations or the Loan Documents;
(b) Any grant of any security or support for the Guaranteed Obligations or any impairment of any security or support for the Guaranteed Obligations, including any full or partial release, exchange, subordination, or waste of any collateral for the Guaranteed Obligations or any full or partial release of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; any change in the organization or structure of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations;
(c) The manner of applying payments on the Guaranteed Obligations or the proceeds of any security or support for the Guaranteed Obligations against the Guaranteed Obligations;
(d) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.2, notice of any Default or Event of Default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower, any Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations or any assignment or transfer (and the parties intend that no Guarantor shall be considered a "Debtor" as defined in Section 9.102 of any thereof, (c) any furnishing the Texas Business and Commerce Code for the purpose of any additional security notices required to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation be given to a Debtor under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, code); or
(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or Any other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingomitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices the undersigned shall have notice Guarantor or knowledge of any increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof--it is the unambiguous and unequivocal intention of the foregoingGuarantor that it shall be obligated to pay the Guaranteed Obligations when due, (f) notwithstanding any exchangeoccurrence, release or nonperfection of any collateralcircumstance, event, action, or any releaseomission whatsoever, whether contemplated or amendment or waiver of or consent to departure from any guaranty or securityuncontemplated, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest and whether or not allowed particularly described herein.
2.3 This Agreement shall continue to be effective or allowablebe reinstated, as the case may be, if any payment on the Guaranteed Obligations must be refunded for any reason including any bankruptcy proceeding. In the event that the Administrative Agent or any Lender must refund any payment received against the Guaranteed Obligations, any prior release from the terms of this Agreement given to the Guarantor by the Administrative Agent shall be without effect, and this Agreement shall be reinstated in full force and effect. It is the intention of the Guarantor that its obligations hereunder shall not be discharged except by final payment of the Guaranteed Obligations.
(a) The Borrower is a Subsidiary of the Guarantor and the Guarantor receives and, because of its ownership of the Borrower, expects to continue to receive business opportunities and financial benefits from the Borrower. The Guarantor has agreed to enter into this Agreement so that the Borrower can receive the benefits of the Guaranteed Obligations and continue to provide these services to the Guarantor.
(b) If it is judicially determined with respect to the Guarantor that entering into this Agreement would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, then the Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render the Guarantor=s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.
(c) The Guarantor agrees that each Guarantor shall have rights of contribution and subrogation against each other Guarantor with respect to any payments made in connection with the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Purchaser Notes and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts when they fall ▇▇▇▇ ▇▇▇y become due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the DocumentsGuaranty. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and and, so long as the Obligations are outstanding, shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document the Purchaser Notes or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Tidel Technologies Inc)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any Note Purchase Agreement, the Notes or the other document, instrument or agreement creating or evidencing the ObligationsTransaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. The Subsidiary Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Company will contract additional indebtedness obligations and liabilities for which the Subsidiary Guarantors may be liable hereunder after ▇▇▇▇▇▇the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtednessobligations and liabilities. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company, have been made by ▇▇▇▇▇▇ the Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of the Transaction Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Note Purchase Agreement, the Notes or the other Transaction Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document the Note Purchase Agreement, the Notes or the other documents, instruments or agreements relating to the Obligations Transaction Documents or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus the Lenders or its assignees, (d) any limitation on any party’s liability or obligation under the Note Purchase Agreement, the Notes or the other Transaction Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Lenders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Debenture and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Corporation with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor the Corporation will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s the Corporation's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Corporation has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Agent or Holders to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the DocumentsGuaranty. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents Debentures or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Debenture Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Agent or its Holders or their assignees or any acceptance thereof or any release of any security by Laurus Agent or its Holders or their assignees, (d) any limitation on any party’s 's liability or obligation under the Debenture Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Corporation, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance (other than payment and satisfaction in full of all Obligations) which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or Holders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Noteholders to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Noteholders or its assignees or any acceptance thereof or any release of any security by Laurus Noteholders or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Noteholders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Epixtar Corp)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts law▇▇▇ ▇▇▇▇s when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Ep Medsystems Inc)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company and/or the Issuer with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor the Company and/or the Issuer will contract additional indebtedness or issue additional preferred stock for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s the Company's and/or the Issuer's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company and/or the Issuer has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company and/or the Issuer, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (iii▇) any ▇▇▇ extension of credit to the Debtor Company and/or the Issuer shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company and/or the Issuer, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c)2.1 This Agreement shall be deemed accepted by the Agent for the benefit of itself and the Banks upon receipt, each and the obligations of the undersigned jointly Guarantors under this Agreement are effective immediately and severally are continuing and cover all Guaranteed Obligations arising prior to and after the date hereof. This Agreement may not be revoked by any Guarantor and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by any Guarantor.
2.2 Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any Credit Agreement and the other document, instrument or agreement creating or evidencing the ObligationsCredit Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent or the Banks with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility Each Guarantor agrees that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned Guarantor's obligations under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and Agreement shall not be released, suspendeddiminished, discharged, terminated or otherwise affected impaired by, and waives any circumstance or occurrence whatsoever, including, without limitation: rights which such Guarantor might otherwise have which relate to:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any Any lack of validity or enforceability of the Guaranteed Obligations, any Document Credit Document, or any other agreement or instrument relating thereto; any increase, reduction, extension, or rearrangement of the Guaranteed Obligations; any amendment, supplement, or other documentsmodification of the Credit Documents; any waiver or consent granted under the Credit Documents, instruments including waivers of the payment and performance of the Guaranteed Obligations; or agreements any sale, assignment, delegation, or other transfer of the Guaranteed Obligations or the Credit Documents;
(b) Any grant of any security or support for the Guaranteed Obligations or any impairment of any security or support for the Guaranteed Obligations, including any full or partial release of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; any change in the organization or structure of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations;
(c) The manner of applying payments on the Guaranteed Obligations or the proceeds of any security or support for the Guaranteed Obligations against the Guaranteed Obligations;
(d) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.2, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower, any Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations or any assignment or transfer (and the parties intend that no Guarantor shall be considered a "Debtor" as defined in Section 9.105 of any thereof, (c) any furnishing the Texas Business and Commerce Code for the purpose of any additional security notices required to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating be given to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, a Debtor thereunder); or
(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or Any other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingomitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices any Guarantor or increases the undersigned likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof--it is the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall have notice or knowledge of be obligated to pay the Guaranteed Obligations when due, notwithstanding any of the foregoingoccurrence, (f) any exchangecircumstance, release or nonperfection of any collateralevent, action, or any releaseomission whatsoever, whether contemplated or amendment or waiver of or consent to departure from any guaranty or securityuncontemplated, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest and whether or not allowed particularly described herein.
2.3 This Agreement shall continue to be effective or allowablebe reinstated, as the case may be, if any payment on the Guaranteed Obligations must be refunded for any reason including any bankruptcy proceeding. In the event that the Agent or any Bank must refund any payment received against the Guaranteed Obligations, any prior release from the terms of this Agreement given to any Guarantor by the Agent shall be without effect, and this Agreement shall be reinstated in full force and effect. It is the intention of each Guarantor that such Guarantor's obligations hereunder shall not be discharged except by final payment of the Guaranteed Obligations.
(a) Each Guarantor is a Subsidiary of the Borrower and receives and, because of its ownership by the Borrower, expects to continue to receive business opportunities, financial support, and management support from the Borrower. Each Guarantor has agreed to enter into this Agreement so that the Borrower can receive the benefits of the Guaranteed Obligations and continue to provide these services to such Guarantor.
(b) In consummating the transactions contemplated by the Credit Documents, no Guarantor intends to disturb, delay, hinder, or defraud either present or future creditors of such Guarantor. Each Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of the security and support for the payment and performance of the Guaranteed Obligations. Based upon such examination, and taking into account the fairly discounted value of such Guarantor's contingent obligations under this Agreement and the value of the subrogation and contribution claims such Guarantor could make in connection with this Agreement, and assuming each of the transactions contemplated by the Credit Documents is consummated and the Borrower makes full use of the credit facilities thereunder, the present realizable fair market value of the assets of such Guarantor exceeds the total obligations of such Guarantor, and such Guarantor is able to realize upon its assets and pay its obligations as such obligations mature in the normal course of business.
(c) If notwithstanding the foregoing it is judicially determined with respect to any Guarantor that entering into this Agreement would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, then such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.
(d) Each Guarantor agrees that each Guarantor shall have rights of contribution and subrogation against each other Guarantor with respect to any payments made in connection with the Guaranteed Obligations.
Appears in 1 contract
Sources: Credit Agreement (Hydrochem Industrial Services Inc)
Guaranty Absolute. Subject to Section 5(c)4 of this Guaranty, each Guarantor agrees that its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the undersigned jointly foregoing and severally guarantees that without limiting the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other documentgenerality thereof, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition ▇▇▇ agrees as follows:
(a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or ability contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any remedies which it now has or may hereafter have under the Agreement;
(b) Beneficiary may enforce this Guaranty upon the occurrence of a default by Principal under the Agreement notwithstanding the existence of a dispute between Beneficiary and Principal with respect to pay the existence of the default;
(c) The obligations of Guarantor under this Guaranty are independent of the obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against Principal or any other guarantors and whether or not Principal is joined in any such action or actions;
(d) Beneficiary may, at its lawful debts when they fall due has deterioratedelection, foreclose on any security held by Beneficiary, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (ithe means of foreclosure is commercially reasonable, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this agreement, except to the extent the amount(s) no oral representations, including any representations owed to extend credit or provide other financial accommodations to Debtor, Beneficiary by Principal have been made by ▇▇▇▇▇▇ paid; and
(e) Guarantor shall continue to induce the undersigned to enter into be liable under this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and hereof shall remain in full force and effect without regard tonotwithstanding: Any modification, and shall not be releasedamendment, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewalsupplement, extension, amendment agreement or modification stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Agreement or the obligations encompassed thereby;
(ii) Beneficiary's waiver of or additionfailure to enforce any of the terms, consent covenants or supplement to or deletion from conditions contained in the Agreement; Any release of Principal or any other action or inaction under or in guarantor from any liability with respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment portion thereof;
(iv) any release, compromise or transfer subordination of any thereof, (b) any lack real or personal property then held by Beneficiary as security for the performance of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any portion thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken substitution with respect to this Guaranty by any trustee or receiver, or by any court, thereto; Without in any such proceeding, whether or not way limiting the undersigned shall have notice or knowledge of any generality of the foregoing, (f) if Beneficiary is awarded a judgment in any exchangesuit brought to enforce a portion of the Obligations, such judgment shall not be deemed to release or nonperfection of any collateral, or any release, or amendment or waiver of or consent Guarantor from its covenant to departure from any guaranty or security, for all or any pay that portion of the Obligations which is not the subject of such suit;
(vi) Beneficiary's acceptance and/or enforcement of, or (g) failure to enforce, any other circumstance which might otherwise constitute a defense guaranties or any portion of this guaranty; Beneficiary's exercise of any other rights available to, or a discharge of, to it under the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.Agreement;
Appears in 1 contract
Sources: Guaranty Agreement
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents this Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Each Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors such Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge Each Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned such Guarantor to enter into this Guaranty Agreement and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of this Loan Agreement and the DocumentsAncillary Agreements. The liability of each of the undersigned Guarantor under this Guaranty Agreement shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of this Agreement and the Documents Ancillary Agreements or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Document or other documentsof this Agreement, instruments or agreements relating to the Obligations Ancillary Agreements or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent and Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent and Lenders or its 55 60 assignees, ; (d) any limitation on any party’s 's liability or obligation under this Agreement, the Documents Ancillary Agreements or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateralCollateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersignedany Guarantor. Any amounts due from the undersigned any Guarantor to Laurus Agent and Lenders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Accounts Receivable Management and Security Agreement (Transtexas Gas Corp)
Guaranty Absolute. Subject This Guaranty shall constitute a guaranty of payment and of performance and not of collection, and the Parent Guarantor specifically agrees that it shall not be necessary, and that the Parent Guarantor shall not be entitled to Section 5(c)require, each before or as a condition of enforcing the obligations of the undersigned jointly Parent Guarantor under this Guaranty or requiring payment or performance of the Liabilities by the Parent Guarantor hereunder, or at any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guaranty therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guaranty shall require the Parent Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and severally payable. When making any demand hereunder against the Parent Guarantor, none of the Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Parent Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Agent and/or such Lender against the Parent Guarantor. The Agent and/or the Lenders may in all events pursue its rights under this Guaranty prior to or simultaneously with pursuing its various rights referred to in the Credit Agreement, as the Agent and/or such Lender may determine. The Parent Guarantor agrees that this Guaranty shall be continuing and the Parent Guarantor guarantees that the Obligations Liabilities will be paid and performed strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligationsapplicable Loan Document, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent and/or the Lenders with respect thereto. Guarantors hereby knowingly accept If for any reason the full range Borrower shall fail to fully and timely pay or perform and discharge any Liabilities to be paid or performed by the Borrower (whether affirmative or negative in character), the Parent Guarantor shall promptly on demand by the Agent and/or any Lender pay or perform or cause to be paid or performed, as the case may be, such Liabilities. Each of risk encompassed within a contract the obligations of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide Parent Guarantor under this Guaranty is separate and independent of each other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce obligation of the undersigned to enter into Parent Guarantor under this Guaranty and (ii) separate and independent of the Liabilities, and the Parent Guarantor agrees that a separate action or actions may be brought and prosecuted against the Parent Guarantor to enforce this Guaranty, irrespective of whether any extension action is brought against the Borrower is joined in any such action or actions. The obligations of credit to the Debtor Parent Guarantor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be continuing and irrevocable, absolute and unconditional, in accordance with its terms, primary and original and immediate and not contingent and shall remain in full force and effect without regard to, to and shall not be released, suspended, discharged, terminated discharged or otherwise in any way affected by, by any circumstance or occurrence whatsoever, condition (other than by payment in full of the Liabilities) including, without limitation: (a) , the occurrence of any waiver, indulgence, renewal, extension, amendment one or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect more of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, following:
(bi) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to of the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation Liabilities under the Credit Agreement and the other Loan Documents or any document entered into in connection with the transactions contemplated by the Credit Agreement and the other documentsLoan Documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term provision thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any other agreement or instrument relating thereto or the absence of any action taken with respect to enforce the same;
(ii) any failure, omission, delay or lack on the part of the Agent and/or the Lenders to enforce, assert or exercise any right, power, privilege or remedy conferred on the Agent and/or the Lenders in the Credit Agreement, the Security Agreement, this Guaranty by or any trustee or receiverother Loan Document, or by the inability of the Agent and/or the Lenders to enforce any courtprovision of the Credit Agreement or any other Loan Document for any reason, or any other act or omission on the part of the Agent or any Lender;
(iii) any change in the time, manner or place of performance or of payment, or in any such proceedingother term of, whether all or not any of the undersigned shall have notice Liabilities, or knowledge any other modification, supplement, amendment or waiver of or any consent to departure from the terms and conditions of any of the foregoingCredit Agreement, any other Loan Document or any document entered into in connection with the transactions contemplated by the Credit Agreement or the other Loan Documents;
(fiv) any taking, exchange, release or nonperfection non-perfection of the Collateral or any collateralother collateral or security, or any releasetaking, release or amendment or waiver of or consent to departure from any guaranty or securityother guaranty, for all or any of the Obligations Liabilities or the acceptance of any security therefor;
(gv) the waiver by the Agent and/or any Lender of the performance or observance by the Borrower of any of the Liabilities, the waiver of any default in the performance or observance thereof, any extension by the Agent and/or any Lender of the time for payment or performance and discharge by the Borrower of any Liabilities or any extension, indulgence or renewal of any Liabilities;
(vi) any bankruptcy, suspension of payments, insolvency, sale of assets, winding-up, dissolution, liquidation, receivership or reorganization of, or similar proceedings involving the Borrower or its assets or any resulting release or discharge of any of the Liabilities;
(vii) the recovery of any judgment against any Person or any action to enforce the same;
(viii) any failure or delay in the enforcement of the Liabilities of any Person under the Credit Agreement or any other Loan Document or any document entered into in connection with the transactions contemplated by the Credit Agreement or the other Loan Documents or any provision thereof;
(ix) any set-off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Liabilities and, to the extent permitted by Applicable Law, irrespective of any other circumstances that might otherwise limit recourse by or against the Parent Guarantor or any other Person;
(x) the obtaining, the amendment or the release of or consent to any departure from the primary or secondary obligation of any other Person, in addition to the Parent Guarantor, with respect to any Liabilities;
(xi) any compromise, alteration, amendment, modification, extension, renewal, release or other change, or waiver, consent or other action, or delay or omission or failure to act, in respect of any of the terms, covenants or conditions of the Credit Agreement, any other Loan Document or any document entered into in connection with the transactions contemplated by the Credit Agreement or any other Loan Document, or any other agreement or any related document referred to therein, or any assignment or transfer of any thereof;
(xii) any manner of application of Collateral or Proceeds thereof, to all or any of the Liabilities, or any manner of sale or other disposition of any Collateral, or any furnishing or acceptance of additional collateral;
(xiii) any change in control in the ownership of the Borrower, any change, merger, demerger, consolidation, restructuring or termination of the corporate structure or existence of the Borrower or any of its Subsidiaries;
(xiv) to the fullest extent permitted by Applicable Law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety with respect to any Liabilities;
(xv) any default, failure or delay, whether as a result of actual or alleged force majeure, commercial impracticability or otherwise, in the undersigned. Any amounts due from performance of the undersigned Liabilities, or by any other act or circumstances which may or might in any manner or to Laurus shall bear interest until such amounts are paid any extent vary the risk of the Parent Guarantor, or which would otherwise operate as a discharge of the Parent Guarantor;
(xvi) the existence of any other obligation of the Parent Guarantor, or any limitation thereof, in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest Credit Agreement or any other Loan Document;
(xvii) any regulatory change or other governmental action (whether or not allowed adverse); or
(xviii) the partial payment or allowableperformance of the Liabilities (whether as a result of the exercise of any right, remedy, power or privilege or otherwise) or the invalidity of any payment for any reason whatsoever. Should any money due or owing under this Guaranty not be recoverable from the Parent Guarantor due to any of the matters specified in clauses (i) through (xviii) above or for any other reason, then, in any such case, such money shall nevertheless be recoverable from the Parent Guarantor as though the Parent Guarantor were principal debtor in respect thereof and not merely a guarantor and shall be paid by the Parent Guarantor forthwith. This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Liabilities is rescinded or must otherwise be restored or returned by the Agent and/or any Lender for any reason whatsoever, whether upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or otherwise, all as though such payment had not been made, and the Parent Guarantor agrees that it will indemnify the Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, fees and disbursement of counsel) incurred by any such Person in connection with such rescission or restoration. If an event permitting the exercise of remedies under the Credit Agreement or any other Loan Document shall at any time have occurred and be continuing and such exercise, or any consequences thereof provided in the Credit Agreement or any other Loan Document, shall at such time be prevented by reason of the pendency against the Borrower of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, amounts payable under the Credit Agreement and the other Loan Documents shall be deemed to have been declared in default, with all attendant consequences as provided in the Credit Agreement and the other Loan Documents as if such declaration of default and the consequences thereof had been accomplished in accordance with the terms of the Credit Agreement and the other Loan Documents, and the Parent Guarantor shall forthwith pay any amounts guaranteed hereunder, without further notice or demand.
Appears in 1 contract
Sources: Guaranty (Interpool Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Note and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Debtor's financial condition or ability to pay its lawful debts when they whe▇ ▇▇▇▇ fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (ii▇▇) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Subsidiary Guaranty (Nestor Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Promissory Note and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor any Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor one or more Borrowers will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇any such Borrower’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor any such Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Borrowers, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrowers shall be governed solely by the provisions of the DocumentsPromissory Note. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Emerson Radio Corp)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇D▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇L▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.. Acceris Communications Confidential Materials October 14, 2004
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c)2.1 This Agreement shall be deemed accepted by the Agent for the benefit of itself and the Banks upon receipt, each and the obligations of the undersigned jointly Guarantor under this Agreement are effective immediately and severally are continuing and cover all Guaranteed Obligations arising prior to and after the date hereof. This Agreement may not be revoked by the Guarantor and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by the Guarantor.
2.2 The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any Credit Agreement and the other document, instrument or agreement creating or evidencing the ObligationsLoan Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent or the Banks with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility The Guarantor agrees that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned obligations under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and Agreement shall not be released, suspendeddiminished, discharged, terminated or otherwise affected impaired by, and waives any circumstance or occurrence whatsoever, including, without limitation: rights which it might otherwise have which relate to:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any Any lack of validity or enforceability of the Guaranteed Obligations, any Document of the Loan Documents, or any other agreement or instrument relating thereto; any increase, reduction, extension, or rearrangement of the Guaranteed Obligations; any amendment, supplement, or other documentsmodification of the Loan Documents; any waiver or consent granted under the Loan Documents, instruments including waivers of the payment and performance of the Guaranteed Obligations; or agreements relating to any sale, assignment, delegation, or other transfer of the Guaranteed Obligations or the Loan Documents;
(b) Any grant of any security or support for the Guaranteed Obligations or any assignment or transfer impairment of any thereofsecurity or support for the Guaranteed Obligations, including any
(c) any furnishing The manner of any additional security to Laurus applying payments on the Guaranteed Obligations or its assignees or any acceptance thereof or any release the proceeds of any security by Laurus or its assignees, support for the Guaranteed Obligations against the Guaranteed Obligations;
(d) any limitation on any party’s liability or obligation under The failure to give notice of the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge occurrence of any of the foregoingevents or actions referred to in this Section 2.2, (f) any exchange, release or nonperfection notice of any collateraldefault or event of default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Subsidiary Borrowers, the Guarantor, or any releaseother Person liable for the Guaranteed Obligations, or amendment or waiver any other notice of or consent any kind relating to departure from any guaranty or security, for all or any the Guaranteed Obligations (and the parties intend that the Guarantor shall not be considered a "Debtor" as defined in Section 9.105 of the Obligations or (g) any other circumstance which might otherwise constitute Texas Business and Commerce Code for the purpose of notices required to be given to a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.Debtor thereunder); or
Appears in 1 contract
Sources: Guaranty (Denali Inc)
Guaranty Absolute. Subject 2.1 This Agreement shall be deemed accepted by the Investor upon receipt, and the Guarantor's obligations under this Agreement are effective immediately and are continuing and cover all Guaranteed Obligations arising prior to Section 5(c), each of and after the undersigned jointly date hereof. This Agreement may not be revoked by the Guarantor and severally shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by the Guarantor.
2.2 The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the ObligationsPreference Shares Designation, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Investor with respect thereto. Guarantors hereby knowingly accept The Guarantor agrees that the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned Guarantor's obligations under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and Agreement shall not be released, suspendeddiminished, discharged, terminated or otherwise affected impaired by, and waives any circumstance or occurrence whatsoever, including, without limitation: rights which the Guarantor might otherwise have which relate to:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any Any lack of validity or enforceability of the Guaranteed Obligations, the Preference Shares Designation, or any Document other agreement or instrument relating thereto;
(b) Any increase, reduction, extension, or rearrangement of the Guaranteed Obligations, any amendment, supplement, or other documentsmodification of the Preference Shares Designation, instruments any waiver or agreements consent granted under the Preference Shares Designation, including waivers of the payment of the Guaranteed Obligations, or any sale, assignment, delegation, or other transfer of the Guaranteed Obligations or the Preference Shares Designation or the securities sold thereunder;
(c) Any grant of any security or support for the Guaranteed Obligations, including any pledge of collateral for the Guaranteed Obligations or any person guaranteeing or otherwise becoming liable for the payment of the Guaranteed Obligations;
(d) Any impairment of any security or support for the Guaranteed Obligations, including any full or partial release, exchange, subordination, or waste of any collateral for the Guaranteed Obligations or any full or partial release of Kafus, any Guarantor, or any other Person liable for the payment of the Guaranteed Obligations;
(e) Any change in the organization or structure of Kafus, any Guarantor, or any other Person liable for the payment of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of Kafus or any other Person liable for the payment of the Guaranteed Obligations;
(f) The failure to apply or any manner of applying payments or the proceeds of any security or support for the Guaranteed Obligations against the Guaranteed Obligations;
(g) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.2 or notice of any default or event of default, however denominated, under the Preference Shares Designation, notice of intent to accelerate, notice of acceleration, notice of presentment for payment, notice of nonpayment, notice of protest, notice of grace, notice of dishonor, notice of bringing of action to enforce the payment of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the transfer of this Agreement, notice of the financial condition of or other circumstances regarding Kafus, any Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Obligations or any assignment or transfer of any thereof, Guaranteed Obligations; or
(ch) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any Any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingomitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices the undersigned shall have notice Guarantor or knowledge of any increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof--it is the unambiguous and unequivocal intention of the foregoingGuarantor that the Guarantor shall be obligated to pay the Guaranteed Obligations when due, (f) notwithstanding any exchangeoccurrence, release or nonperfection of any collateralcircumstance, event, action, or any releaseomission whatsoever, whether contemplated or amendment or waiver of or consent to departure from any guaranty or securityuncontemplated, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest and whether or not allowed particularly described herein.
2.3 This Agreement shall continue to be effective or allowablebe reinstated, as the case may be, if any payment on the Guaranteed Obligations must be refunded for any reason including any bankruptcy proceeding. In the event that the Investor must refund any payment received against the Guaranteed Obligations, any prior release from the terms of this Agreement given to the Guarantor by the Investor shall be without effect, and this Agreement shall be reinstated in full force and effect. It is the intention of the Guarantor that the Guarantor's obligations hereunder shall not be discharged except by final payment of the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally (a) Each US Borrower guarantees that the US Borrower Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing Loan Documents. Each Canadian Borrower guarantees that the Obligations, regardless of any law, regulation or order now or hereafter Canadian Borrower Guaranteed Obligations will be paid strictly in effect in any jurisdiction affecting any of such accordance with the terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Loan Documents. The liability of each of the undersigned Borrower under its guaranty in this Guaranty Article XII shall be absolute and unconditional, unconditional in accordance with its terms, their terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: , the following (awhether or not any Borrower consents thereto or has notice thereof):
(i) the genuineness, validity, regularity, enforceability or any waiverfuture amendment of, indulgenceor change in, renewalthe Obligations of the primary obligor under this Agreement, extensionany other Loan Document or any other agreement, amendment document or modification instrument to which such primary obligor is or may become a party;
(ii) the absence of any action to enforce this Agreement (including this Article XII) or additionany other Loan Document or the waiver or consent by any guaranteed party with respect to any of the provisions thereof;
(iii) the existence, consent value or supplement condition of, or failure to perfect its Lien against, any security for the Obligations or deletion from any action, or the absence of any action, by any Lender in respect thereof (including the release of any such security);
(iv) the insolvency of the primary obligor; or
(v) any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense available toof a surety or guarantor.
(b) Each US Borrower shall be regarded, or a discharge ofand shall be in the same position, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable as principal debtor with respect to the US Borrower Guaranteed Obligations. Obligations include post-petition interest whether or not allowed or allowableEach Canadian Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Canadian Borrower Guaranteed Obligations.
Appears in 1 contract
Sources: Revolving Credit Agreement (Macquarie Infrastructure CO LLC)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Note and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: by (to the extent permitted by law): (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such documentDocument, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might would otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. This Guaranty shall constitute a guaranty of payment and of performance and not of collection, and the Parent Guarantor specifically agrees that it shall not be necessary, and that the Parent Guarantor shall not be entitled to require, before or as a condition of enforcing the obligations of the Parent Guarantor under this Guaranty or requiring payment or performance of the Liabilities by the Parent Guarantor hereunder, or at any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guaranty therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guaranty shall require the Parent Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Parent Guarantor, none of the Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Parent Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Agent and/or such Lender against the Parent Guarantor. Subject to the limitation set forth in Section 5(c)2(b) hereof with respect to the Class B Lenders, the Agent and/or each of Lender may in all events pursue its rights under this Guaranty prior to or simultaneously with pursuing its various rights referred to in the undersigned jointly Credit Agreement, as the Agent and/or such Lender may determine. The Parent Guarantor agrees that this Guaranty shall be continuing and severally the Parent Guarantor guarantees that the Obligations Liabilities will be paid and performed strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligationsapplicable Loan Document, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent and/or the Lenders with respect thereto. Guarantors hereby knowingly accept If for any reason the full range Borrower shall fail to fully and timely pay or perform and discharge any Liabilities to be paid or performed by the Borrower (whether affirmative or negative in character), the Parent Guarantor shall promptly on demand by the Agent and/or any Lender pay or perform or cause to be paid or performed, as the case may be, such Liabilities up to the Aggregate Maximum Guaranteed Amount. Each of risk encompassed within a contract the obligations of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide Parent Guarantor under this Guaranty is separate and independent of each other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce obligation of the undersigned to enter into Parent Guarantor under this Guaranty and (ii) separate and independent of the Liabilities, and the Parent Guarantor agrees that a separate action or actions may be brought and prosecuted against the Parent Guarantor to enforce this Guaranty, irrespective of whether any extension action is brought against the Borrower is joined in any such action or actions. The obligations of credit to the Debtor Parent Guarantor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be continuing and irrevocable, absolute and unconditional, in accordance with its terms, primary and original and immediate and not contingent and shall remain in full force and effect without regard to, to and shall not be released, suspended, discharged, terminated discharged or otherwise in any way affected by, by any circumstance or occurrence whatsoever, condition (other than by payment in full of the Liabilities) including, without limitation: (a) , the occurrence of any waiver, indulgence, renewal, extension, amendment one or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect more of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, following:
(bi) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to of the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation Liabilities under the Credit Agreement and the other Loan Documents or any document entered into in connection with the transactions contemplated by the Credit Agreement and the other documentsLoan Documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term provision thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any other agreement or instrument relating thereto or the absence of any action taken with respect to enforce the same;
(ii) any failure, omission, delay or lack on the part of the Agent and/or the Lenders to enforce, assert or exercise any right, power, privilege or remedy conferred on the Agent and/or the Lenders in the Credit Agreement, the Security Agreement, this Guaranty by or any trustee or receiverother Loan Document, or by the inability of the Agent and/or the Lenders to enforce any courtprovision of the Credit Agreement or any other Loan Document for any reason, or any other act or omission on the part of the Agent or any Lender;
(iii) any change in the time, manner or place of performance or of payment, or in any such proceedingother term of, whether all or not any of the undersigned shall have notice Liabilities, or knowledge any other modification, supplement, amendment or waiver of or any consent to departure from the terms and conditions of any of the foregoingCredit Agreement, any other Loan Document or any document entered into in connection with the transactions contemplated by the Credit Agreement or the other Loan Documents;
(fiv) any taking, exchange, release or nonperfection non-perfection of the Collateral or any collateralother collateral or security, or any releasetaking, release or amendment or waiver of or consent to departure from any guaranty or securityother guaranty, for all or any of the Obligations Liabilities or the acceptance of any security therefor;
(gv) the waiver by the Agent and/or any Lender of the performance or observance by the Borrower of any of the Liabilities, the waiver of any default in the performance or observance thereof, any extension by the Agent and/or any Lender of the time for payment or performance and discharge by the Borrower of any Liabilities or any extension, indulgence or renewal of any Liabilities;
(vi) any bankruptcy, suspension of payments, insolvency, sale of assets, winding-up, dissolution, liquidation, receivership or reorganization of, or similar proceedings involving, the Borrower or its assets or any resulting release or discharge of any of the Liabilities;
(vii) the recovery of any judgment against any Person or any action to enforce the same;
(viii) any failure or delay in the enforcement of the Liabilities of any Person under the Credit Agreement or any other Loan Document or any document entered into in connection with the transactions contemplated by the Credit Agreement or the other Loan Documents or any provision thereof;
(ix) any set-off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Liabilities and, to the extent permitted by Applicable Law, irrespective of any other circumstances that might otherwise limit recourse by or against the Parent Guarantor or any other Person;
(x) the obtaining, the amendment or the release of or consent to any departure from the primary or secondary obligation of any other Person, in addition to the Parent Guarantor, with respect to any Liabilities;
(xi) any compromise, alteration, amendment, modification, extension, renewal, release or other change, or waiver, consent or other action, or delay or omission or failure to act, in respect of any of the terms, covenants or conditions of the Credit Agreement, any other Loan Document or any document entered into in connection with the transactions contemplated by the Credit Agreement or any other Loan Document, or any other agreement or any related document referred to therein, or any assignment or transfer of any thereof;
(xii) any manner of application of Collateral or Proceeds thereof to all or any of the Liabilities, or any manner of sale or other disposition of any Collateral, or any furnishing or acceptance of additional collateral;
(xiii) any change in control in the ownership of the Borrower, any change, merger, demerger, consolidation, restructuring or termination of the corporate structure or existence of the Borrower or any of its Subsidiaries;
(xiv) to the fullest extent permitted by Applicable Law, any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety with respect to any Liabilities;
(xv) any default, failure or delay, whether as a result of actual or alleged force majeure, commercial impracticability or otherwise, in the undersigned. Any amounts due from performance of the undersigned Liabilities, or by any other act or circumstances which may or might in any manner or to Laurus shall bear interest until such amounts are paid any extent vary the risk of the Parent Guarantor, or which would otherwise operate as a discharge of the Parent Guarantor;
(xvi) the existence of any other obligation of the Parent Guarantor, or any limitation thereof, in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest Credit Agreement or any other Loan Document;
(xvii) any regulatory change or other governmental action (whether or not allowed adverse); or
(xviii) the partial payment or allowableperformance of the Liabilities (whether as a result of the exercise of any right, remedy, power or privilege or otherwise) or the invalidity of any payment for any reason whatsoever. Should any money due or owing under this Guaranty not be recoverable from the Parent Guarantor due to any of the matters specified in clauses (i) through (xviii) above or for any other reason, then, in any such case, such money shall nevertheless be recoverable from the Parent Guarantor as though the Parent Guarantor were principal debtor in respect thereof and not merely a guarantor and shall be paid by the Parent Guarantor forthwith. This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Liabilities is rescinded or must otherwise be restored or returned by the Agent and/or any Lender for any reason whatsoever, whether upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or otherwise, all as though such payment had not been made, and the Parent Guarantor agrees that it will indemnify the Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, fees and disbursement of counsel) incurred by any such Person in connection with such rescission or restoration and any such payments made by the Parent Guarantor shall not be included in determining whether or not the Aggregate Maximum Guaranteed Payment has been exceeded. If an event permitting the exercise of remedies under the Credit Agreement or any other Loan Document shall at any time have occurred and be continuing and such exercise, or any consequences thereof provided in the Credit Agreement or any other Loan Document, shall at such time be prevented by reason of the pendency against the Borrower of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, amounts payable under the Credit Agreement and the other Loan Documents shall be deemed to have been declared in default, with all attendant consequences as provided in the Credit Agreement and the other Loan Documents as if such declaration of default and the consequences thereof had been accomplished in accordance with the terms of the Credit Agreement and the other Loan Documents, and the Parent Guarantor shall forthwith pay any amounts guaranteed hereunder up to the Aggregate Maximum Guaranteed Amount, without further notice or demand.
Appears in 1 contract
Sources: Guaranty (Interpool Inc)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Note and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Company with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor Company will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Company has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorCompany, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of the DocumentsNote, the other Documents and applicable law. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereofthereof to an assignee of the Note permitted pursuant to the terms of the Note and the other Documents, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof to an assignee of the Note permitted pursuant to the terms of the Note and the other Documents, or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorCompany, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations (but without duplication of any interest accrued or payable under the Note). Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Numerex Corp /Pa/)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ the Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Lenders or its their assignees or any acceptance thereof or any release of any security by Laurus the Lenders or its their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Lenders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c)) hereof, each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Company will contract additional indebtedness indebtedness, obligations and liabilities for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtedness, obligations and liabilities. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company, have been made by ▇▇▇▇▇▇ any Creditor Party to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Creditor Parties or its their assignees or any acceptance thereof or any release of any security by Laurus the Creditor Parties or its their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Creditor Parties shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (PetroAlgae Inc.)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Subsidiary Guaranty (Trimedia Entertainment Group Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Equifin Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the 2005 Documents and 2006 Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Debtors with respect thereto. Guarantors Guarantor hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Debtors will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s the Debtors’ financial condition or ability to pay its their lawful debts when they fall due has deteriorated, whether or not Debtor has the Debtors have properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Debtors, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Amended and Restated Guaranty and (ii) any extension of credit to the Debtor Debtors shall be governed solely by the provisions of the 2005 Documents and 2006 Documents. The liability of each of the undersigned under this Amended and Restated Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the 2005 Documents and 2006 Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any 2005 Document and/or 2006 Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the 2005 Documents and/or 2006 Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Debtors, or any action taken with respect to this Amended and Restated Guaranty by any trustee trustee, receiver, interim receiver, or receiverreceiver and manager, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Creative Vistas Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Credit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk rights encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after ▇▇▇▇▇▇’s ▇▇'s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations representation to extend credit or provide other financial accommodations to Debtorborrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the DocumentsCredit Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations Obligation or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, ; (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligation of Borrower to Lender under the Credit Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Agreement, the other Loan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after B▇▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Agreement or the other Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s liability or obligation under Loan Agreement or the other Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or any Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrower to Lenders under the Loan Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any Note Purchase Agreement, the Notes or the other document, instrument or agreement creating or evidencing the ObligationsTransaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. The Subsidiary Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor the Company will contract additional indebtedness obligations and liabilities for which the Subsidiary Guarantors may be liable hereunder after ▇▇▇▇▇▇’s the Company's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtednessobligations and liabilities. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company, have been made by ▇▇▇▇▇▇ the Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of the Transaction Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Note Purchase Agreement, the Notes or the other Transaction Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document the Note Purchase Agreement, the Notes or the other documents, instruments or agreements relating to the Obligations Transaction Documents or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus the Lenders or its assignees, (d) any limitation on any party’s 's liability or obligation under the Note Purchase Agreement, the Notes or the other Transaction Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Lenders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Bridge Loan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. Guarantors The Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Company will contract additional indebtedness for which Guarantors the Guarantor may be liable hereunder after ▇▇▇▇▇▇’s the Company's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtedness. The undersigned acknowledge Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company, have been made by ▇▇▇▇▇▇ the Purchasers to induce the undersigned Guarantor to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the DocumentsGuaranty. The liability of each of the undersigned Guarantor under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Bridge Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Bridge Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus the Purchasers or its their assignees or any acceptance thereof or any release of any security by Laurus the Purchasers or its their assignees, ; (d) any limitation on any party’s 's liability or obligation under the Bridge Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned Guarantor shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersignedGuarantor. Any amounts due from the undersigned Guarantor to Laurus the Purchasers shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c6(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate permitted by applicable law then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after D▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇L▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after D▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Midsummer to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Midsummer or its assignees or any acceptance thereof or any release of any security by Laurus Midsummer or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned, all except to the extent agreed to in writing by M▇▇▇▇▇▇▇▇. Any amounts due from the undersigned to Laurus Midsummer shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.. 2 ---------------------------------------------------------------------------------------------------
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Notes and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s ▇▇'s financial condition or ability to pay its lawful debts when they fall become due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the DocumentsGuaranty. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and and, so long as the Obligations are outstanding, shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document the Notes or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Pipeline Data Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts law▇▇▇ ▇▇▇▇s when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or any Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrower to Lenders under the Loan Agreement. Obligations include post-post- petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Notes and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after Borrower's financial condition ▇▇ ▇▇▇▇▇▇’s financial condition or ability ity to pay its lawful debts when they fall become due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the DocumentsGuaranty. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and and, so long as the Obligations are outstanding, shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document the Notes or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Pipeline Data Inc)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor the Company will contract additional indebtedness or issue additional preferred stock for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s the Company's and/or the Issuer's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company and/or the Issuer, have been made by ▇Laurus to induce the undersigned to ▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor the Company shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company and/or the Issuer, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition o▇ ▇▇▇▇▇▇’s financial condition or ability ity to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the u▇▇▇▇▇▇ to induce the undersigned ▇gned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee trustee, receiver, interim receiver, or receiverreceiver and manager, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after D▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇L▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned, all except to the extent agreed to in writing by L▇▇▇▇▇. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents Credit Agreement and/or any other document, instrument or agreement creating or evidencing the Guaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇the Borrower’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ the Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the DocumentsCredit Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Guaranteed Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Guaranteed Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Guaranteed Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Guaranteed Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations (as defined in the Credit Agreement). Guaranteed Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (BOSTON OMAHA Corp)
Guaranty Absolute. Subject The obligations of the Property Guarantors under this Guaranty are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Loan Documents, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guaranty of or security for any of the Guaranteed Obligations or the Loans, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 5(c5.2 that the obligations of the Property Guarantors hereunder shall be absolute and unconditional under any and all circumstances and shall not be released, discharged or in any way affected or impaired by any thing, event, happening, matter, circumstance or condition whatsoever (whether or not the Property Guarantors shall have any knowledge or notice thereof or shall consent thereto). In furtherance of the foregoing and without limiting the generality thereof, the Property Guarantors agree as follows:
(1) This Guaranty is a guaranty of payment and performance when due and not of collection.
(2) The obligations of the Property Guarantors hereunder are independent of the obligations of Borrower, the Property Guarantors or the Top Tier Guarantors under the other Loan Documents to which they are a party (including but not limited to the Payment Guaranty) and the obligations of any other guarantor of the obligations of Borrower under the Loan Documents, and a separate action or actions may be brought and prosecuted against one or both of the Property Guarantors whether or not any action is brought against Borrower, the other Property Guarantors, any Top Tier Guarantor or any of such other guarantors and whether or not Borrower is joined in any such action or actions.
(3) Payment, performance or completion by any of the Property Guarantors, or any other guarantor, of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Property Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid, performed or completed. Without limiting the generality of the foregoing, if Administrative Agent (or any of the Lenders) is awarded a judgment in any suit brought to enforce any Property Guarantor’s covenant to pay, perform or complete a portion of the Guaranteed Obligations, such judgment shall not be deemed to release any Property Guarantor from its covenant to pay, perform or complete the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by any such Property Guarantor, limit, affect, modify or abridge any other Property Guarantor’s liability hereunder in respect of the Guaranteed Obligations.
(4) Administrative Agent on behalf of the Lenders (subject to the terms of the Loan Documents), each upon such terms as they deem appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of any Property Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment or performance under the Loan Documents, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document and/or subordinate the payment of the undersigned jointly same to the payment of any other obligations, (iii) request and severally guarantees accept other guaranties of any of Borrower Party’s obligations under the Loan Documents and take and hold security for the payment or performance of this Guaranty or the Loan Documents, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment or performance of any Borrower Party’s obligations under the Loan Documents, any other guaranties of the Debt, or any other obligation of any Person (including any other guarantor) with respect to the Debt, (v) enforce and apply any security now or hereafter held by or for the benefit of Administrative Agent and the Lenders in respect of this Guaranty or the Debt and direct the order or manner of sale thereof, and to bid at any such sale, or exercise any other right or remedy that Administrative Agent or the Lenders may have against any such security, in each case as in its discretion may determine consistent with any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Property Guarantor against Borrower or any security for the Guaranteed Obligations, and (vi) exercise any other rights and remedies available to it under the Loan Documents. The Property Guarantors authorize Administrative Agent at any time in its discretion to direct the order and manner of any sale of all or any part of any security now or later held for the Guaranteed Obligations will or this Guaranty, and to bid to at any such sale, to apply any payments or recoveries from Borrower, the Property Guarantors or any other source, and any proceeds of any security, to the Guaranteed Obligation in such manner, order and priority as Administrative Agent may elect (whether or not those obligations are guaranteed by this Guaranty or secured at the time of the application). Administrative Agent may take any of the foregoing actions upon any terms and conditions as Administrative Agent may elect, without giving notice to the Property Guarantors or obtaining the consent of the Property Guarantors and without affecting the liability of the Property Guarantors to Administrative Agent or the Lenders.
(5) Except as expressly provided in Sections 5.2(3) and 5.2(4), this Guaranty and the obligations of the Property Guarantors hereunder shall be paid strictly valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Debt, together with all other amounts due to Administrative Agent, the Lenders and any Secured Hedge Banks under the Loan Documents and the termination of any remaining Commitments or performance in full of the Guaranteed Obligations), including, without limitation, the occurrence of any of the following, whether or not the Property Guarantors shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or the Loan Documents, or with respect to any other guaranty of or security for the payment or performance of the Guaranteed Obligations or the Loans; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Loan Documents or of any other guaranty or security for the Guaranteed Obligations or the Debt, in each case whether or not in accordance with the terms of the Loan Documents and/or or any agreement relating to such other documentguaranty or security; (iii) any Loan Document, instrument at any time being found to be illegal, invalid or agreement creating unenforceable with respect to any Borrower Party or evidencing Top Tier Guarantor; (iv) the Obligations, regardless application of payments received from any source (other than payments received pursuant to this Guaranty or the other Loan Documents or from the proceeds of any lawsecurity for the Guaranteed Obligations or the Debt, regulation except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations or order now the Debt) to the payment of indebtedness other than the Debt, even though Administrative Agent and/or the Lenders might have elected to apply such payment to any part or hereafter in effect in any jurisdiction affecting all of the Debt; (v) Administrative Agent’s consent to the change, reorganization or termination of the ownership structure or existence of Borrower or any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability its Affiliates and to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions corresponding restructuring of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoeverDebt, including, without limitation: , the Guaranteed Obligations; (avi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Debt, including, without limitation, the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims that Borrower may assert against Administrative Agent or any of the Lenders or any Secured Hedge Banks in respect of the Debt, including, without limitation, the failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, other than payment or performance of such obligations under the Loan Documents to the extent encompassed in the Guaranteed Obligations; (viii) the acquisition or transfer of title to any Individual Property or other collateral for the Debt to Administrative Agent, any of the Lenders, any Affiliate of the Lenders or any designee of Administrative Agent or the Lenders (including, without limitation, any purchaser through foreclosure, deed in lieu or otherwise); (ix) any act or event which might otherwise discharge, reduce, limit or modify the Property Guarantors’ obligations under this Guaranty; (x) any waiver, indulgence, renewal, extension, amendment modification, forbearance, delay or modification other act or omission of or additionAdministrative Agent, consent or supplement to or deletion from the Lenders or any Secured Hedge Banks, or their failure to proceed promptly or otherwise as against Borrower, the Property Guarantors or any security; (xi) any action, omission or circumstance which might increase the likelihood that the Property Guarantors may be called upon to perform under this Guaranty or which might affect the rights or remedies of the Property Guarantors as against Borrower; (xii) any dealings occurring at any time between Borrower and Administrative Agent, the Lenders or any Secured Hedge Banks, whether relating to the Guaranteed Obligations or otherwise; and (xiii) any other action act or inaction under thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Property Guarantors as an obligor in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Guaranteed Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each 2.1. In the event that one or more other parties guarantees all or part of the undersigned jointly Guaranteed Obligations, such other guarantees shall not reduce any Guarantor’s obligations hereunder and severally guarantees that the Obligations will be paid strictly in accordance with the terms Guarantor shall remain fully liable for all of the Documents and/or Guaranteed Obligations.
Section 2.2. There are no conditions precedent to the enforcement of this Agreement, except as expressly contained herein. It shall not be necessary for the Agent, in order to enforce payment by any Guarantor under this Agreement, to show proof of any default by the Borrower, to exhaust the Agent’s remedies against the Borrower or any other document, instrument or agreement creating or evidencing person liable for the payment of the Guaranteed Obligations, regardless to enforce any support for the payment of the Guaranteed Obligations, or to enforce any law, regulation or order now or hereafter in effect in other means of obtaining payment of the Guaranteed Obligations. Each Guarantor waives any jurisdiction affecting any rights under Chapter 34 of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty Texas Business and (ii) any extension of credit Commerce Code related to the Debtor foregoing. Neither the Agent nor the Banks shall be governed solely by required to mitigate damages or take any other action to reduce, collect, or enforce the provisions of the DocumentsGuaranteed Obligations.
Section 2.3. The liability of each of the undersigned Each Guarantor agrees that such Guarantor’s obligations under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and Agreement shall not be released, suspendeddiminished, discharged, terminated or otherwise affected impaired by, and waives any circumstance or occurrence whatsoever, including, without limitation: rights which such Guarantor might otherwise have which relate to:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any Any lack of validity or enforceability of the Guaranteed Obligations, any Document Credit Document, or any other agreement or instrument relating thereto;
(b) Any increase, reduction, extension, or rearrangement of the Guaranteed Obligations, any amendment, supplement, or other documentsmodification of the Credit Documents, instruments or agreements any waiver or consent granted under the Credit Documents, including waivers of the payment and performance of the Guaranteed Obligations;
(c) Any release, exchange, subordination, waste, or other impairment of any collateral securing payment of the Guaranteed Obligations;
(d) Any full or partial release of the Borrower, any guarantor, or any other person liable for the payment of the Guaranteed Obligations;
(e) Any change in the organization or structure of the Borrower, any guarantor, or any other person liable for the payment of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of the Borrower or any other person liable for the payment of the Guaranteed Obligations;
(f) The failure to apply or any manner of applying payments or the proceeds of any collateral against the Guaranteed Obligations;
(g) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.3, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of sale or foreclosure of any collateral for the Guaranteed Obligations, notice of the Agent’s or any Banks’ transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower or any other person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations or any assignment or transfer (and the parties intend that no Guarantor shall be considered a “Debtor” as defined in Section 9.102(28) of any thereofthe Texas Business and Commerce Code for the purpose of notices required to be given to a Debtor thereunder, should such section apply); and
(ch) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any Any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingomitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices any Guarantor or increases the undersigned likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof—it is the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall have notice or knowledge of be obligated to pay the Guaranteed Obligations when due, notwithstanding any of the foregoingoccurrence, (f) any exchangecircumstance, release or nonperfection of any collateralevent, action, or any releaseomission whatsoever, whether contemplated or amendment or waiver of or consent to departure from any guaranty or securityuncontemplated, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest and whether or not allowed or allowableparticularly described herein.
Appears in 1 contract
Sources: Credit Agreement (Stone Energy Corp)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of Obligations except as otherwise provided by any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations, or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Purchaser Notes and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts when they fall whe▇ ▇▇▇▇ ▇ecome due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the DocumentsGuaranty. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and and, so long as the Obligations are outstanding, shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document the Purchaser Notes or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Tidel Technologies Inc)
Guaranty Absolute. Subject to Section 5(c)) hereof, each of the undersigned jointly and severally guarantees that the Guarantor Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Guarantor Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Company will contract additional indebtedness indebtedness, obligations and liabilities for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtedness, obligations and liabilities. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company, have been made by ▇▇▇▇▇▇ any Creditor Party to induce the undersigned to enter into this Limited Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Limited Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Guarantor Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Guarantor Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Creditor Parties or its their assignees or any acceptance thereof or any release of any security by Laurus the Creditor Parties or its their assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Guarantor Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company, or any action taken with respect to this Limited Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Guarantor Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Creditor Parties shall bear interest until such amounts are paid in full at the highest rate then applicable to the Guarantor Obligations. Guarantor Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c)) hereof, each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor any Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor a Company will contract additional indebtedness obligations and liabilities for which Guarantors may be liable hereunder after ▇▇▇▇▇▇such Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor such Company has properly authorized incurring such additional indebtednessobligations and liabilities. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorany Company, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor any Company shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorany Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Note and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Company with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Company will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Company's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Company has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorCompany, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of the DocumentsNote, the other Documents and applicable law. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereofthereof to an assignee of the Note permitted pursuant to the terms of the Note and the other Documents, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof to an assignee of the Note permitted pursuant to the terms of the Note and the other Documents, or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorCompany, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations (but without duplication of any interest accrued or payable under the Note). Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Numerex Corp /Pa/)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company and/or the Issuer with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Company and/or the Issuer will contract additional indebtedness or issue additional preferred stock for which Guarantors may be liable hereunder after ▇▇▇▇▇▇the Company’s and/or the Issuer’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company and/or the Issuer has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company and/or the Issuer, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor the Company and/or the Issuer shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company and/or the Issuer, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the Documents Supplemental Stock Pledge Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor either Credit Party with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor either Credit Party will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇such Credit Party’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor such Credit Party has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtoreither Credit Party, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor either Credit Party shall be governed solely by the provisions of agreements between the Documentsrespective Credit Party and the Lender. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents Supplemental Stock Pledge Agreement or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document the Supplemental Stock Pledge Agreement or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Documents Supplemental Stock Pledge Agreement or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtoreither Credit Party, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations, or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇Debtor’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents this Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Each Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors such Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge Each Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned such Guarantor to enter into this Guaranty Agreement and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of this Loan Agreement and the Ancillary Documents. The liability of each of the undersigned Guarantor under this Guaranty Agreement shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of this Agreement and the Ancillary Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Document or other documentsof this Agreement, instruments or agreements relating to the Obligations Ancillary Documents or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s 's liability or obligation under this Agreement, the Ancillary Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.transfer
Appears in 1 contract
Sources: Oil & Gas Revolving Credit and Term Loan Agreement (Transtexas Gas Corp)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly Company and severally the UK Borrowers guarantees that the Guaranteed Obligations and the Subsidiary Guaranteed Obligations, as the case may be, will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligationshereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent or any Bank with respect thereto. Guarantors hereby knowingly accept The liability of the full range Company under this guaranty with regard to the Guaranteed Obligations of risk encompassed within each Borrower, and the liability of each UK Borrower under this guaranty with regard to the Subsidiary Guaranteed Obligations of each other Borrowing Subsidiary, shall be absolute and unconditional irrespective of:
(a) any lack of authorization, execution, validity or enforceability or any illegality of such Borrower to become a contract Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations and the Subsidiary Guaranteed Obligations, as the case may be), or any other obligation, agreement or instrument relating thereto (it being agreed by the Company and each UK Borrower that the Guaranteed Obligations and the Subsidiary Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of “continuing guaranty” which risk includes all of the possibility that Debtor will contract additional indebtedness for which Guarantors Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals;
(b) the Agent's or any Bank's exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or the Subsidiary Guaranteed Obligations, as the case may be liable hereunder after ▇▇▇▇▇▇’s financial condition be, or ability any power, right or remedy with respect to pay its lawful debts when they fall due has deterioratedany of the Obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that as the case may be, including (i) no oral representationsany suspension of the Agent's or any Bank's right to enforce against any other Borrower of the Guaranteed Obligations or the Subsidiary Guaranteed Obligations, including any representations to extend credit as the case may be, or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension change in the time, manner or place of credit to the Debtor shall be governed solely by the provisions payment of, or in any other term of, all or any of the Documents. The liability Guaranteed Obligations of each such Borrower or the Subsidiary Guaranteed Obligations of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from such Borrowing Subsidiary or any other action amendment or inaction under waiver of or in respect of any consent to departure from this Credit Agreement or the other Loan Documents (with regard to such Guaranteed Obligations and Subsidiary Guaranteed Obligations) or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation instrument governing or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of evidencing any of the foregoingGuaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be;
(fc) any exchange, release or nonperfection non-perfection of any collateral, or any release, release or amendment or waiver of or consent to departure from any guaranty or securityother guaranty, for all or any of the Guaranteed Obligations of such Borrower or the Subsidiary Guaranteed Obligations of such Borrowing Subsidiary;
(d) any change in ownership of such Borrower;
(e) any acceptance of any partial payment(s) from such Borrower;
(f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, examiner or trustee for all or any part of any Borrower's assets;
(g) any assignment, participation or other circumstance transfer, in whole or in part, of the Agent's or any Bank's interest in and rights under this Credit Agreement or any other Loan Document, or of the Agent's or any Bank's interest in the obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be;
(h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be;
(i) the Agent's or any Bank's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be; or
(j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, such Borrower in respect of its Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the undersignedcase may be. Any amounts due from This guaranty shall continue to be effective or be reinstated, as the undersigned to Laurus shall bear interest until case may be, if at any time any payment of any Guaranteed Obligation or Subsidiary Guaranteed Obligations, as the case may be, is rescinded or must otherwise be returned by the Agent or any Bank upon the insolvency, bankruptcy or reorganization, examination of any Borrower or otherwise, all as though such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or payment had not allowed or allowablebeen made.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Genrad Inc)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s Debtor's financial condition or ability to pay its lawful debts when they w▇▇▇ ▇▇ey fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (ii▇▇) any ▇▇y extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c)) hereof, each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Debtors with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor one or more Debtors will contract additional indebtedness for which Guarantors may be liable hereunder after such ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has any such Debtors have properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorDebtors, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Debtors shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoeverwhatsoever (other than payment in full of the Obligations in accordance with Section 9 hereof), including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the ----------------- Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the ObligationsObligation, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrowers with respect thereto. Guarantors The undersigned hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrowers will contract additional indebtedness for which Guarantors the undersigned may be liable hereunder after ▇▇▇▇▇▇’s Borrowers' financial condition or ability to pay its their lawful debts when they fall due has deteriorated, whether or not Debtor has Borrowers have properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrowers, have been made by ▇▇▇▇▇▇ Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrowers shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus Agent or its assignees, ; (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrowers, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or any Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the ObligationsObligations of Borrowers to Lenders under the Loan Agreement. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Radnor Holdings Corp)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Bridge Loan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. Each of the Guarantors hereby knowingly accept accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor the Company will contract additional indebtedness for which Guarantors the Guarantor may be liable hereunder after ▇▇▇▇▇▇the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtedness. The undersigned acknowledge Each of the Guarantors acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company, have been made by ▇▇▇▇▇▇ the Purchasers to induce the undersigned Guarantor to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the DocumentsGuaranty. The liability of each of the undersigned Guarantors under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Bridge Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (b) any lack of validity or enforceability of any Bridge Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (c) any furnishing of any additional security to Laurus the Purchasers or its their assignees or any acceptance thereof or any release of any security by Laurus the Purchasers or its their assignees, ; (d) any limitation on any party’s liability or obligation under the Bridge Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned Guarantors shall have notice or knowledge of any of the foregoing, ; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersignedGuarantors. Any amounts due from the undersigned Guarantors to Laurus the Purchasers shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any Note Purchase Agreement, the Notes or the other document, instrument or agreement creating or evidencing the ObligationsTransaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Company with respect thereto. The Subsidiary Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor the Company will contract additional indebtedness obligations and liabilities for which the Subsidiary Guarantors may be liable hereunder after ▇▇▇▇▇▇’s the Company's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor the Company has properly authorized incurring such additional indebtednessobligations and liabilities. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtorthe Company, have been made by ▇▇▇▇▇▇ the Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Company shall be governed solely by the provisions of pr,6M|io5as-to;f the Transaction Documents. The liability of each of the undersigned under this Guaranty Guaranty' shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Note Purchase Agreement, the Notes or the other Transaction Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or Or enforceability of any Document the Note Purchase Agreement, the Notes or the other documents, instruments or agreements relating to the Obligations Transaction Documents or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Lenders or its assignees or any acceptance thereof or any release of any security by Laurus the Lenders or its assignees, (d) any limitation on any party’s 's liability or obligation under the Note Purchase Agreement, the Notes or the other Transaction Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtorthe Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent pr^n|ent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance ol^|r^n-chmstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Lenders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s Debtor's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ the Purchasers or Agent to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus the Purchasers, the Agent or its their assignees or any acceptance thereof or any release of any security by Laurus the Purchasers, the Agent or its their assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus the Purchasers shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee trustee, receiver, interim receiver, or receiverreceiver and manager, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Creative Vistas Inc)
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Note and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after Debtor's financial condition or ▇▇▇▇▇▇’s financial condition or ability lity to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to undersign▇▇ ▇▇ enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Nestor Inc)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the ObligationsLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent or the Lenders with respect thereto. Guarantors hereby knowingly accept The obligation of the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may Guarantor hereunder shall be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit make prompt payment to the Debtor Agent, for the benefit of the Lenders, irrespective of any inability to convert any currency into the currency of payment of such Guaranteed Obligations, irrespective of any inability to transfer funds in the currency of payment of such Guaranteed Obligations to the place of payment therefor, it being the intent of this paragraph that the Guaranteed Obligations shall be governed solely by the provisions absolute and unconditional under any and all circumstances. This is a Guarantee of the Documentspayment and not of collection and is intended to be and shall be construed as a continuing guarantee. The liability of each of the undersigned Guarantor under this Guaranty shall be absolute Article X constitutes a primary obligation, and unconditional, in accordance with its termsnot a contract of surety, and shall remain be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in full force and effect without regard any way relating to, and shall not be released, suspended, discharged, terminated any or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: all of the following:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect notice of the Documents state of indebtedness of the Borrower under the Loans or any other instruments the release, substitution or agreements relating to the Obligations or any assignment or transfer variation of any thereof, collateral or other guarantee which may at any time be held as security for any Loans all without relieving the Guarantor of any liability under this Agreement,
(b) promptness, diligence, notice of acceptance of this Agreement and of any extension of any loan or other financial accommodation by the Lenders to the Borrower,
(c) presentment and demand for payment of any of the Guaranteed Obligations,
(d) protest and notice of dishonor or default to the Guarantor or to any other party with respect to any of the Obligations,
(e) all other notices to which the Guarantor might otherwise be entitled except as specifically herein provided,
(f) any illegality, lack of validity or enforceability of any Document or other documentsGuaranteed Obligation, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or and
(g) any other circumstance which (including, without limitation, any statue of limitations) that might otherwise constitute a defense available to, or a legal or equitable discharge ofof the Borrower or the Guarantor or any other guarantor or surety. This Article X shall continue to be effective or be reinstated, as the undersigned. Any amounts due from case may be, if at any time any payment of the undersigned to Laurus shall bear interest until Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or the Lenders or any other person upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or payment had not allowed or allowablebeen made.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees guarantees, as of the Effective Date, that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s Debtor's financial condition or ability to pay its lawful debts when they wh▇▇ ▇▇▇y fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (iii▇) any ▇▇▇ extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts when they fall whe▇ ▇▇▇▇ ▇all due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Agent or Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of the Loan Agreement and the other Loan Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Agent or its Lenders or their assignees or any acceptance thereof or any release of any security by Laurus Agent or its Lenders or their assignees, (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Agent or Lenders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Loehmanns Holdings Inc)
Guaranty Absolute. Subject to Section 5(c), each Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s Debtor's financial condition or ability to pay its lawful debts when they wh▇▇ ▇▇▇y fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ Laurus to induce the undersigned to enter into this Guaranty and (iii▇) any ▇▇▇ extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Subsidiary Guaranty (Conolog Corp)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned Guarantor under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: unconditional irrespective of:
(a) any waiver, indulgence, renewal, extension, amendment or modification the creation of or addition, consent increases or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating additions to the Obligations or any assignment or transfer of any thereof, Obligations;
(b) any lack of validity or enforceability of any Document or other documents, instruments defect or agreements relating deficiency applicable to Contractor in the Obligations EMS Agreement or any assignment or transfer of any thereof, other documents executed in connection with the EMS Agreement;
(c) any furnishing modification, extension or waiver of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, the terms of the EMS Agreement;
(d) any limitation on change in the time, manner, terms or place of payment of or in any party’s liability other term of, all or obligation under any of the Documents Guaranteed Obligations, or any other documents, instruments amendment or agreements relating to the Obligations waiver of or any assignment or transfer of any thereof consent to departure from the EMS Agreement or any invalidity other agreement or unenforceabilityinstrument executed in connection therewith;
(e) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by CVEC to exercise, in whole or in part, any right or remedy held by CVEC with respect to the EMS Agreement or any transaction under the EMS Agreement; or
(f) any change in the existence, structure or ownership of Guarantor or Contractor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Contractor or its assets. The obligations of Guarantor hereunder are several from Contractor or any other person, and are primary obligations concerning which Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for CVEC, in order to enforce payment by Guarantor under this Guaranty, to show any proof of Contractor’s default, to exhaust its remedies against Contractor, any other guarantor, or any other person liable for the payment or performance of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any such documentof the Guaranteed Obligations are annulled, instrument set aside, invalidated, declared to be fraudulent or agreement preferential, rescinded or any term thereofmust otherwise be returned, (e) any bankruptcy, refunded or repaid by CVEC upon the insolvency, reorganization, composition, adjustmentbankruptcy, dissolution, liquidation or reorganization of Contractor or any other like proceeding relating to Debtorguarantor, or any action taken with respect to this Guaranty by any trustee upon or receiveras a result of the appointment of a receiver or conservator of, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, trustee for Contractor or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all other guarantor or any substantial part of the Obligations its property or (g) any other circumstance which might otherwise constitute a defense available tootherwise, all as though such payment or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or payments had not allowed or allowablebeen made.
Appears in 1 contract
Sources: Energy Management Services Agreement
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Loan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrowers with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrowers will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrowers' financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrowers has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrowers, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned to enter into this Limited Guaranty and (ii) any extension of credit to the Debtor Borrowers shall be governed solely by the provisions of the DocumentsLoan Agreement. The liability of each of the undersigned under this Limited Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, (d) any limitation on any party’s 's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrowers, or any action taken with respect to this Limited Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations, or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c)2.1 This Agreement shall be deemed accepted by the Administrative Agent upon receipt, each and the obligations of the undersigned jointly Guarantors under this Agreement are effective immediately and severally are continuing and cover all Guaranteed Obligations arising prior to and after the date hereof. This Agreement may not be revoked by any Guarantor and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by any Guarantor.
2.2 Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any Credit Agreement and the other document, instrument or agreement creating or evidencing the ObligationsLoan Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Administrative Agent or the Lenders with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility Each Guarantor agrees that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned Guarantor's obligations under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and Agreement shall not be released, suspendeddiminished, discharged, terminated or otherwise affected impaired by, and waives any circumstance or occurrence whatsoever, including, without limitation: rights which such Guarantor might otherwise have which relate to:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any Any lack of validity or enforceability of the Guaranteed Obligations, any Document Loan Document, or any other agreement or instrument relating thereto; any increase, reduction, extension, or rearrangement of the Guaranteed Obligations; any amendment, supplement, or other documentsmodification of the Loan Documents; any waiver or consent granted under the Loan Documents, instruments including waivers of the payment and performance of the Guaranteed Obligations; or agreements any sale, assignment, delegation, or other transfer of the Guaranteed Obligations or the Loan Documents;
(b) Any grant of any security or support for the Guaranteed Obligations or any impairment of any security or support for the Guaranteed Obligations, including any full or partial release, exchange, subordination, or waste of any collateral for the Guaranteed Obligations or any full or partial release of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; any change in the organization or structure of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations;
(c) The manner of applying payments on the Guaranteed Obligations or the proceeds of any security or support for the Guaranteed Obligations against the Guaranteed Obligations;
(d) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.2, notice of any Default or Event of Default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower, any Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations or any assignment or transfer (and the parties intend that no Guarantor shall be considered a "Debtor" as defined in Section 9.102 of any thereof, (c) any furnishing the Texas Business and Commerce Code for the purpose of any additional security notices required to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation be given to a Debtor under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, code); or
(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or Any other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingomitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices any Guarantor or increases the undersigned likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof--it is the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall have notice or knowledge of be obligated to pay the Guaranteed Obligations when due, notwithstanding any of the foregoingoccurrence, (f) any exchangecircumstance, release or nonperfection of any collateralevent, action, or any releaseomission whatsoever, whether contemplated or amendment or waiver of or consent to departure from any guaranty or securityuncontemplated, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest and whether or not allowed particularly described herein.
2.3 This Agreement shall continue to be effective or allowablebe reinstated, as the case may be, if any payment on the Guaranteed Obligations must be refunded for any reason including any bankruptcy proceeding. In the event that the Administrative Agent or any Lender must refund any payment received against the Guaranteed Obligations, any prior release from the terms of this Agreement given to any Guarantor by the Administrative Agent shall be without effect, and this Agreement shall be reinstated in full force and effect. It is the intention of each Guarantor that such Guarantor's obligations hereunder shall not be discharged except by final payment of the Guaranteed Obligations.
(a) Each Guarantor is a Subsidiary of CEC Entertainment and receives and, because of its ownership by CEC Entertainment, expects to continue to receive business opportunities and financial support from CEC Entertainment. The Borrower is a Subsidiary of CEC Entertainment and CEC Entertainment receives and, because of its ownership of the Borrower, expects to continue to receive business opportunities and financial benefits from the Borrower. Each Guarantor has agreed to enter into this Agreement so that the Borrower can receive the benefits of the Guaranteed Obligations and continue to provide these services to CEC Entertainment, who provides these services to such Guarantor.
(b) If it is judicially determined with respect to any Guarantor that entering into this Agreement would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, then such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.
(c) Each Guarantor agrees that each Guarantor shall have rights of contribution and subrogation against each other Guarantor with respect to any payments made in connection with the Guaranteed Obligations.
Appears in 1 contract
Guaranty Absolute. Subject to Section 5(c), each of the The undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents Note and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors Guarantor may be liable hereunder after D▇▇▇▇▇▇’s 's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇L▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s 's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Guaranty (Netguru Inc)
Guaranty Absolute. Subject to Section 5(c)2.1 This Agreement shall be deemed accepted by the Agent for the benefit of itself and the Banks upon receipt, each and the obligations of the undersigned jointly Guarantors under this Agreement are effective immediately and severally are continuing and cover all Guaranteed Obligations arising prior to and after the date hereof. This Agreement may not be revoked by any Guarantor and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by any Guarantor.
2.2 Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Documents and/or any Credit Agreement and the other document, instrument or agreement creating or evidencing the ObligationsLoan Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor the Agent or the Banks with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility Each Guarantor agrees that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned Guarantor's obligations under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and Agreement shall not be released, suspendeddiminished, discharged, terminated or otherwise affected impaired by, and waives any circumstance or occurrence whatsoever, including, without limitation: rights which such Guarantor might otherwise have which relate to:
(a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any Any lack of validity or enforceability of the Guaranteed Obligations, any Document of the Loan Documents, or any other agreement or instrument relating thereto; any increase, reduction, extension, or rearrangement of the Guaranteed Obligations; any amendment, supplement, or other documentsmodification of the Loan Documents; any waiver or consent granted under the Loan Documents, instruments including waivers of the payment and performance of the Guaranteed Obligations; or agreements any sale, assignment, delegation, or other transfer of the Guaranteed Obligations or the Loan Documents;
(b) Any grant of any security or support for the Guaranteed Obligations or any impairment of any security or support for the Guaranteed Obligations, including any full or partial release of any Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; any change in the organization or structure of any Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of any Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations;
(c) The manner of applying payments on the Guaranteed Obligations or the proceeds of any security or support for the Guaranteed Obligations against the Guaranteed Obligations;
(d) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.2, notice of any default or event of default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding any Borrower, any Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations or any assignment or transfer (and the parties intend that no Guarantor shall be considered a "Debtor" as defined in Section 9.105 of any thereof, (c) any furnishing the Texas Business and Commerce Code for the purpose of any additional security notices required to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating be given to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, a Debtor thereunder); or
(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or Any other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingomitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices any Guarantor or increases the undersigned likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof. It is the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall have notice or knowledge of be obligated to pay the Guaranteed Obligations when due, notwithstanding any of the foregoingoccurrence, (f) any exchangecircumstance, release or nonperfection of any collateralevent, action, or any releaseomission whatsoever, whether contemplated or amendment or waiver of or consent to departure from any guaranty or securityuncontemplated, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest and whether or not allowed particularly described herein.
2.3 This Agreement shall continue to be effective or allowablebe reinstated, as the case may be, if any payment on the Guaranteed Obligations must be refunded for any reason including any bankruptcy proceeding. In the event that the Agent or any Bank must refund any payment received against the Guaranteed Obligations, any prior release from the terms of this Agreement given to any Guarantor by the Agent shall be without effect, and this Agreement
(a) Each Guarantor is a Subsidiary of Denali and receives and, because of its ownership by Denali, expects to continue to receive business opportunities, financial support, and management support from Denali. Each Guarantor has agreed to enter into this Agreement so that the Borrowers can receive the benefits of the Guaranteed Obligations and Denali can continue to provide these services to such Guarantor.
(b) In consummating the transactions contemplated by the Loan Documents, no Guarantor intends to disturb, delay, hinder, or defraud either present or future creditors of such Guarantor. Each Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of each Borrower and is familiar with the value of the security and support for the payment and performance of the Guaranteed Obligations. Based upon such examination, and taking into account the fairly discounted value of such Guarantor's contingent obligations under this Agreement and the value of the subrogation and contribution claims such Guarantor could make in connection with this Agreement, and assuming each of the transactions contemplated by the Loan Documents is consummated and each Borrower makes full use of the credit facilities thereunder, the present realizable fair market value of the assets of such Guarantor exceeds the total obligations of such Guarantor, and such Guarantor is able to realize upon its assets and pay its obligations as such obligations mature in the normal course of business.
(c) If notwithstanding the foregoing it is judicially determined with respect to any Guarantor that entering into this Agreement would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, then such Guarantor shall be liable under this Agreement only for amounts aggregating up to the largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.
(d) Each Guarantor agrees that such Guarantor and any other guarantor of the Guaranteed Obligations shall have rights of contribution and subrogation against each other with respect to any payments made in connection with the Guaranteed Obligations.
Appears in 1 contract
Sources: Subsidiary Guaranty (Denali Inc)
Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents this Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor Borrower with respect thereto. Guarantors Each Guarantor hereby knowingly accept accepts the full range of risk encompassed within a contract of “"continuing guaranty” " which risk includes the possibility that Debtor Borrower will contract additional indebtedness for which Guarantors such Guarantor may be liable hereunder after ▇▇▇▇▇▇’s Borrower's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledge Each Guarantor acknowledges that (ia) no oral representations, including any representations to extend credit or provide other financial accommodations to DebtorBorrower, have been made by ▇▇▇▇▇▇ Lender to induce the undersigned such Guarantor to enter into this Guaranty Agreement and (iib) any extension of credit to the Debtor Borrower shall be governed solely by the provisions of this Loan Agreement and the Ancillary Documents. The liability of each of the undersigned Guarantor under this Guaranty Agreement shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (ai) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of this Agreement and the Ancillary Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, ; (bii) any lack of validity or enforceability of any Document or other documentsof this Agreement, instruments or agreements relating to the Obligations Ancillary Documents or any assignment or transfer of any thereof, ; (ciii) any furnishing of any additional security to Laurus Lender or its assignees or any acceptance thereof or any release of any security by Laurus Lender or its assignees, ; (div) any limitation on any party’s 's liability or obligation under this Agreement, the Ancillary Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, ; (ev) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to DebtorBorrower or any Guarantor, or any action taken with respect to this Guaranty Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, ; (fvi) any exchange, release or nonperfection of any collateralCollateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations Obligations; or (gviii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersignedany Guarantor. Any amounts due from the undersigned any Guarantor to Laurus Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.
Appears in 1 contract
Sources: Oil & Gas Term Loan Agreement (American Real Estate Partners L P)