Obligations Guarantied. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned ("Guarantor") unconditionally guaranties and promises to pay to Home Medical of America, Inc., a Delaware corporation ("Beneficiary"), in lawful United States money, all obligations of American Reimbursement, LLC ("Buyer") to Beneficiary with respect to the payment of the "Purchase Price" under, and as defined in, that certain Receivables Purchase Agreement dated as of March 29, 2002 between Buyer and Beneficiary, including each Note issued by Buyer pursuant thereto (collectively, the "Obligations"), whether incurred before, during or after any bankruptcy, reorganization, insolvency, receivership or similar proceeding ("Insolvency Proceeding"), and whether recovery thereof is or becomes barred by a statute of limitations or is or becomes otherwise unenforceable, together with all expenses of, for and incidental to collection, including reasonable attorneys' fees.
Obligations Guarantied. Guarantor unconditionally guaranties and promises (a) to pay to Agent, in lawful United States money, all Obligations (other than any Excluded Swap Obligations) of Borrower when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter; and (b) to perform all undertakings of Borrower in connection with the Obligations. For purposes of this Guaranty, “Excluded Swap Obligations” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute (the “Commodity Exchange Act”), or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee is or becomes illegal. For purposes of this Guaranty, “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
Obligations Guarantied. For consideration, the adequacy, sufficiency and receipt of which is hereby acknowledged, the undersigned (collectively, "Guarantors" and individually each or any "Guarantor") unconditionally, jointly and severally guarantee and promise to pay to UNION BANK OF CALIFORNIA, N.A. ("Bank") on demand, in lawful United States money, subject to the limitations set forth in Section 19, below, all principal, interest, reasonable attorneys' fees, expenses and other sums due or which become due pursuant to any or all of the following: (a) that certain Reimbursement Agreement of even date herewith (as from time to time amended the "Reimbursement Agreement") by and between West Valley MRF, LLC, a California limited liability company, ("Borrower") and Bank, pursuant to which Bank has issued or will issue its Letter of Credit to support payment of those certain bonds in the aggregate principal amount not to exceed $8,500,000 of the Variable Rate Demand Solid Waste Disposal Revenue Bonds (West Valley MRF, LLC Project), Series 2000 (the "Bonds") being issued by the California Pollution Control Financing Authority to assist the Borrower in financing a part of the cost of the development, acquisition and construction of the Project (as defined in the Reimbursement Agreement); (b) any Borrower Agreement (as defined in the Reimbursement Agreement), including, without limitation, any deeds of trust or security agreements securing the Reimbursement Agreement; and (c) all extensions, renewals and modifications of any of the foregoing (individually and collectively, the "Obligations"), whether due or not due, absolute or contingent, liquidated or unliquidated, legal or equitable, whether Borrower is liable individually or jointly or with others, whether incurred before, during or after any bankruptcy, reorganization, insolvency, receivership or similar proceeding ("Insolvency Proceeding"), and whether recovery thereof is or becomes barred by a statute of limitations or is or becomes otherwise unenforceable, together with all expenses of, for and incidental to collection, including reasonable attorneys' fees. This Guaranty is in addition to any other guaranties of the Obligations. The maximum amount payable by Guarantors to Bank hereunder shall be limited to the maximum amount specified in Section 19, below. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Reimbursement Agreement.
Obligations Guarantied. Guarantor unconditionally guaranties and promises (a) to pay to Agent, in lawful United States money, all Obligations (other than any Excluded Swap Obligations) of Borrower when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter; and (b) to perform all undertakings of Borrower in connection with the Obligations. For purposes of this Guaranty, “Excluded Swap Obligations” means, with respect to any Guarantor, any
Obligations Guarantied. Guarantor unconditionally guaranties and promises (a) to pay to Agent, in lawful United States money, all Obligations to Agent of Borrower when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter; and (b) to perform all undertakings of Borrower in connection with the Obligations.
Obligations Guarantied. For consideration, the adequacy and sufficiency of which is acknowledged, the Guarantors jointly and severally unconditionally guarantee the payment and performance of Borrower's obligations under the Loan Agreement and Note and the payment of all liabilities of Borrower to Lender, whether absolute or contingent, matured or unmatured, direct or indirect, similar or dissimilar, due or to become due arising under the Loan Agreement and the Note (all such payment, and performance obligations are hereinafter referred to as the "Obligations"). Guarantor's liability under this Guaranty for Borrower's Obligations shall not exceed at any one time the sum of the following (the "Guarantied Liability Amount"): (a) Three Hundred and Nine Thousand and no/100 Dollars ($309,000.00) for Obligations representing principal ("Principal Amount"), (b) all interest, fees and like charges owing and allocable to the Principal Amount under the Note, (c) the value of the Common Shares (as such term is defined in the Loan Agreement) to be issued to Lender by Consolidated Capital and (d) all costs, attorneys' fees, and expenses of Lender relating to or arising out of the enforcement of the Obligations and this Guaranty.
Obligations Guarantied. For consideration, the adequacy and sufficiency of which is acknowledged, the undersigned ("Guarantor") unconditionally guaranties and promises (a) to pay to UNION BANK OF CALIFORNIA, N.A. ("Bank") on demand, in lawful United States money, all Obligations to Bank of ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation ("Borrower") and (b) to perform all undertakings of Borrower in connection with the Obligations. "Obligations" means all indebtedness and obligations of Borrower to Bank under or in connection with that certain Loan Agreement dated as of July 9, 2003, between Borrower and Bank, as amended, extended, renewed, or replaced from time to time ("Loan Agreement"), whether made, incurred or created previously, concurrently or in the future, whether voluntary or involuntary and however arising, whether incurred directly or acquired by Bank by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, legal or equitable, whether Borrower is liable individually or jointly or with others, whether incurred before, during or after any bankruptcy, reorganization, insolvency, receivership or similar proceeding ("Insolvency Proceeding"), and whether recovery thereof is or becomes barred by a statute of limitations or is or becomes otherwise unenforceable, together with all expenses of, for and incidental to collection, including reasonable attorneys' fees.
Obligations Guarantied. Each of the Guarantors hereby, jointly and several, unconditionally, irrevocably and without limit, as a primary obligor and not only a surety, guarantees to Bank, or order, on demand in lawful money of the United States of America and in immediately available funds, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of any and all present and future Obligations of Borrower (“Borrower Obligations”, with such obligations of the Guarantors hereunder being referred to as the “Guarantor Obligations” and, together with the Borrower Obligations, the “Obligated Group Obligations”). This Agreement is a guaranty of payment and not collection.
Obligations Guarantied. For valuable consideration, the adequacy, sufficiency and receipt of which is hereby acknowledged, each Guarantor jointly and severally, unconditionally and irrevocably, personally guaranties to Lender (i) the due and prompt payment of all obligations of Borrower to Lender and (ii) the due and prompt performance of the obligations of Borrower to Lender. The term “obligations” is used in its most comprehensive sense and includes any and all debts, covenants, agreements, rental obligations and other obligations and liabilities of every kind of Borrower to Lender, whether made, incurred or created previously, concurrently or in the future, whether voluntary or involuntary and however arising, whether incurred directly, whether due or not due, absolute or contingent, liquidated or unliquidated, legal or equitable, whether Borrower is liable individually or jointly or with others, whether incurred before, during or after any bankruptcy, reorganization, insolvency, receivership or similar proceeding, and whether recovery thereof is or becomes barred by a statute of limitations or is or becomes otherwise unenforceable, together with all expenses of, for and incidental to collection, including reasonable attorneys’ fees.
Obligations Guarantied. For consideration, the adequacy and sufficiency of which is acknowledged, the undersigned (“Guarantor”) unconditionally guaranties and promises (a) to pay to UNION BANK, N.A. (“Bank”) on demand, in lawful United States money, all Obligations to Bank of WAGEWORKS, INC., a Delaware corporation (“Borrower”) and (b) to perform all undertakings of Borrower in connection with the Obligations. “Obligations” is used in its most comprehensive sense and includes any and all debts, liabilities, rental obligations, and other obligations and liabilities of every kind of Borrower to Bank, whether made, incurred or created previously, concurrently or in the future, whether voluntary or involuntary and however arising, whether incurred directly or acquired by Bank by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, legal or equitable, whether Borrower is liable individually or jointly or with others, whether incurred before, during or after any bankruptcy, reorganization, insolvency, receivership or similar proceeding (“Insolvency Proceeding”), and whether recovery thereof is or becomes barred by a statute of limitations or is or becomes otherwise unenforceable, together with all expenses of, for and incidental to collection, including reasonable attorneys’ fees.
