Common use of Guaranty Agreement Clause in Contracts

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1) guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.

Guaranty Agreement. The Guarantor hereby hereby, jointly and severally, absolutely, unconditionally, and irrevocably (1a) guarantees and agrees to act as surety with respect to those obligations and liabilities for which Borrower is personally liable pursuant to the full terms and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness conditions of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), Agreement and (2b) indemnifies agrees to indemnify, hold harmless and holds harmless each defend Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement(the foregoing subsections (a) and (b) being sometimes referred to herein collectively as the “Guaranteed Obligations”); provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty AgreementGuaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any the Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor obligor (or any other Personperson) before or as a condition to the obligations of the Guarantor hereunder.

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1) guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(ass.362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(bss.502(b) and §506(bss.506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s 's fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.

Guaranty Agreement. The Guarantor For and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid to the undersigned ("Guarantor"), the receipt and sufficiency of which consideration are hereby absolutely, unconditionallyacknowledged, and irrevocably for the purpose of enabling AMERICANA FOODS LIMITED PARTNERSHIP, a Texas limited partnership (1) "Borrower"), to borrow certain funds from REGIONS BANK ("Holder"), and recognizing that Guarantor has benefited or shall benefit, directly or indirectly, from the making of such loan from Holder to Borrower, that such loan is in the best interest of Guarantor, Guarantor, subject to the terms, conditions and limitations set forth herein, including without limitation, in Section 22 hereinbelow, hereby absolutely and unconditionally guarantees to Holder the full and punctual prompt payment when due, at maturity (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise, of all Indebtedness ) of the Borrower following (individually, an "Obligation" and each other Obligor now or hereafter existing under each of the Credit Agreementcollectively, the Notes and each other Loan Document "Obligations"): (i) the indebtedness owing by Borrower to which Holder pursuant to that certain Promissory Note, dated on or about April 29, 2005, made by Borrower, payable to the Borrower or such other Obligor is or may become a partyorder of Holder in the principal sum of $4,553,280.00 (the "Note"), whether for including all principal, interest, fees, expenses charges and reasonable attorneys' fees which may be or otherwise (including all such amounts which would become due but for and owing on or under or in connection with the operation Note, and all renewals, rearrangements, extensions, modifications and consolidations thereof and of any part thereof and any sums due to or to become due pursuant to any instrument executed in connection with the Note that secures the payment of the automatic stay under Section 362(aNote; and (ii) all reasonable costs, attorneys' fees and expenses incurred or expended by Holder in collecting any of the United States Bankruptcy Code, 11 U.S.C. §362(a), and Obligations or due to any default in the operation of Sections 502(b) and 506(b) payment of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and (2) indemnifies and holds harmless each Lender and each holder of a Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender Obligations or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement; provided, however, that the Guarantor right granted hereunder. Guarantor's obligations hereunder shall further be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty Agreement, as it relates subject to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, terms and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the Guarantor hereunderconditions hereinafter set forth.

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1a) guarantees and agrees to act as surety with respect to the full recourse obligations of Borrower set forth in Section 12(c)(vii) and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a12(d) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), Loan Agreement and (2b) indemnifies agrees to indemnify, hold harmless and holds harmless each defend Lender and each holder of a the Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement(the foregoing subsections (a) and (b) being sometimes referred to herein collectively as the “Guaranteed Obligations”); provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty AgreementGuaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any the Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor obligor (or any other Personperson) before or as a condition to the obligations of the Guarantor hereunder. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor shall not be liable under this Guaranty for any recourse obligations set forth in Section 12(c)(vii) or Section 12(d) of the Loan Agreement that were caused or permitted by Original Borrower or Original Guarantor and that occurred or were breached prior to the date hereof.

Guaranty Agreement. The Guarantor hereby absolutely, unconditionally, and irrevocably (1a) guarantees and agrees to act as surety with respect to the full recourse obligations of Borrower set forth in Section 12(c)(vii) and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a12(d) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), Loan Agreement and (2b) indemnifies agrees to indemnify, hold harmless and holds harmless each defend Lender and each holder of a the Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement(the foregoing subsections (a) and (b) being sometimes referred to herein collectively as the “Guaranteed Obligations”); provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty AgreementGuaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any the Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor obligor (or any other Personperson) before or as a condition to the obligations of the Guarantor hereunder. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor shall not be liable under this Guaranty for any recourse obligations set forth in Section 12(c)(vii) or Section 12(d) of the Loan Agreement that were caused or permitted by Interim Borrower or Interim Guarantor and that occurred or were breached prior to the date hereof.

Guaranty Agreement. The Guarantor hereby hereby, jointly and severally, absolutely, unconditionally, and irrevocably (1a) guarantees and agrees to act as surety with respect to the full recourse obligations of Borrower set forth in Sections 12(c) and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Indebtedness of the Borrower and each other Obligor now or hereafter existing under each of the Credit Agreement, the Notes and each other Loan Document to which the Borrower or such other Obligor is or may become a party, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a12(d) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), Loan Agreement and (2b) indemnifies agrees to indemnify, hold harmless and holds harmless each defend Lender and each holder of a the Note for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty Agreement(collectively, the “Guaranteed Obligations”); provided, however, that the Guarantor shall be liable under this Guaranty Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty AgreementGuaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty Agreement constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender or any holder of any the Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor obligor (or any other Personperson) before or as a condition to the obligations of the Guarantor hereunder. Notwithstanding anything in this Guaranty to the contrary, Guarantor hereby waives any right that Guarantor may be afforded under North Carolina General Statute § 26-7 through § 26-9. This Guaranty shall be deemed an agreement of suretyship.