Guaranty of Holdings Sample Clauses

Guaranty of Holdings. Holdings hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations of the Loan Parties, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, to the Guaranteed Parties, and whether arising hereunder or under any other Loan Document, any Guaranteed Cash Management Agreement or any Guaranteed Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Guaranteed Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Holdings, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of Holdings under this Guaranty, and Holdings hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Guaranty of Holdings. 35 ARTICLE VIII - DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Guaranty of Holdings. Promptly after the Merger (or on the Effective Date if it has not yet occurred), Holdings shall deliver to the Agent, on behalf of the Lenders, the Guaranty, together with:

Guaranty of Holdings. 89 10.14. Forum Selection and Consent to Jurisdiction ................................................91 10.15. Waiver of Jury Trial, etc. .................................................................92 SCHEDULE I - Disclosure Schedule SCHEDULE II - Percentages SCHEDULE III - Administrative Information EXHIBIT A - Form of Revolving Note EXHIBIT B - Form of Term Note EXHIBIT C-1 - Form of Borrowing Request EXHIBIT C-2 - Form of Continuation/Conversion Notice EXHIBIT D - Form of Issuance Request EXHIBIT E - Form of Borrowing Base Certificate EXHIBIT F-1 - Form of Compliance Certificate EXHIBIT F-2 - Form of Holdings' Compliance Certificate EXHIBIT G - Form of Pledge Agreement EXHIBIT H - Form of Security Agreement EXHIBIT I - Form of Collection Account Agreement EXHIBIT J - Form of Subsidiary Guaranty EXHIBIT K - Form of Closing Date Certificate EXHIBIT L - Form of Solvency Certificate EXHIBIT M - Form of Lender Assignment Agreement EXHIBIT N - Form of Escrow Agreement EXHIBIT O - Form of Tax Sharing Agreement EXHIBIT P-1 - Form of Legal Opinion of Counsel to Holdings and the Borrower EXHIBIT P-2 - Form of Legal Opinion of Ohio Counsel to Jmar Ames, Xxc. CREDIT AGREEMENT, dated as of February 18, 1998, among SELFCARE CONSUMER PRODUCTS, INC., a Delaware corporation (the "Borrower"), SELFCARE, INC., a Delaware corporation ("Holdings"), as guarantor, the various financial institutions as are or may become parties hereto (collectively, the "Lenders"), and THE CHASE MANHATTAN BANK ("Chase"), as agent (in such capacity, the "Agent") for the Lenders.

Guaranty of Holdings. The Obligations shall also be guaranteed by Holdings pursuant to the terms of the Guaranty to which Holdings is a party.

Guaranty of Holdings