Guaranty, etc Sample Clauses

Guaranty, etc. CareView TX and CareView LLC (the “Guarantors”), in consideration of the Secured Parties entering into the Purchase Agreement and the other Transaction Documents to which they are a party and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of inducing the Secured Parties to enter into the Transaction Documents, hereby jointly and severally, irrevocably and unconditionally guarantee to Agent and the Secured Parties (a) the full, punctual and prompt payment of all Obligations, whether at maturity or by acceleration or otherwise, in immediately available funds; (b) the performance of all of CareView NV’s Obligations; and (c) all other obligations of every kind and description now existing or hereafter arising, direct or indirect, absolute or contingent, secured or unsecured, matured or unmatured, primary or secondary, of CareView NV to Agent and the Secured Parties. The Guarantors hereby acknowledge that this guaranty is a guarantee of (i) performance by CareView NV of the Obligations; and (ii) payment and not of collection, and that the liability of Guarantors hereunder is present, absolute, unconditional, continuing, primary, direct and independent of the obligations of CareView NV. Agent and the Secured Parties shall not be required to pursue any other remedies before invoking the benefits of this guaranty, including, without limitation, its remedies under the Transaction Documents. The Guarantors hereby waive notice of the acceptance of this guaranty, presentment, demand, protest and notice of protest, nonpayment, default or dishonor of the Obligations or any renewal or extension thereof and any and all other rights and remedies now or hereafter accorded to guarantors by applicable law. In addition, the Guarantors hereby unconditionally and irrevocably agree that they will not at any time exert or exercise against CareView NV, and do hereby subordinate any right of or claim to subrogation, reimbursement, indemnity, contribution or payment for or with respect to any amounts which the Guarantors may pay or be obligated to pay to Agent and/or the Secured Parties.

Guaranty, etc. The Guaranty shall, at any time, cease to be in full force and effect, or shall be revoked or declared null and void, or the validity or enforceability thereof shall be contested by the Guarantor, or the Guarantor shall deny any further liability or obligation thereunder, or shall fail to perform its obligations thereunder, or any representation or warranty set forth therein shall be breached, or the Guarantor shall breach or be in default under the terms of any other agreement with CoBank (including any loan agreement or security agreement), or an Event of Default of the type set forth in Sections 8.06 through 8.10 hereof shall occur with respect to the Guarantor.

Guaranty, etc. Any Guaranty shall cease to be -------------------------------- in full force and effect with respect to any applicable Subsidiary, any applicable Subsidiary shall fall (subject to any applicable grace period) to comply with or to perform any applicable provision of the applicable Guaranty, or any Subsidiary (or any Person by, through or on behalf of such Subsidiary) shall contest in any manner the validity, binding, nature or enforceability of the applicable Guaranty with respect to such Subsidiary.

Guaranty, etc. Borrower shall not, without the prior written consent of Lender, assume, guarantee, endorse or otherwise be or become directly or contingently responsible or liable for obligations of others, except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

Guaranty, etc. If the obligation of any Guarantor under the guaranty contained in the Guaranty and Security Agreement or any other Guaranty Agreement or if any obligation of the Parent under the Parent Equity Pledge Agreement is limited or terminated by operation of law (with respect to any Foreign Loan Party, subject to applicable Legal Reservations) or by such Guarantor (other than in accordance with the terms of this Agreement or the terms of such guaranty (including any Guarantee Reservations set forth therein) or Capital Contribution Agreement);

Guaranty, etc. KSW hereby unconditionally guarantees the payment to the consultant by the Company of its obligations under Section 4 and 6 of this Consulting Agreement. Such guaranty shall be a guaranty of payment and not of collection. Should the Consultant not be paid any amounts owing to him hereunder, as when such payments would be due and payable hereunder, immediately after written demand therefore, KSW shall make such payments to the Consultant regardless of any defenses that the Company may have to the making of such payments and without requiring the Consultant to pursue any remedies against the Company. Upon the making of any such payment, KSW shall be subrogated to the rights of the Consultant against the Company.

Guaranty, etc. In order to induce GE Capital to make the Loan to the Borrower, the Guarantors shall unconditionally and irrevocably guarantee the full and punctual payment and performance of the Obligations, and, in furtherance thereof, each shall execute and deliver to GE Capital in form and substance satisfactory to GE Capital, a Guaranty.

Guaranty, etc. Promptly but in any event within twenty-one (21) days following the consummation of the Rapidforms Acquisition, each of Rapidforms and its material Subsidiaries shall execute and deliver to the Agent a Guaranty, in the form of Exhibit A hereto, of the Obligations under this Credit Agreement and the other Loan Documents, together with such evidence of corporate authorization, other corporate documentation and legal opinions (including, where applicable, local counsel opinions) as the Agent may reasonably request.