Common use of The Guaranty Clause in Contracts

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Credit Agreement (Endurance Specialty Holdings LTD), Credit Agreement (Endurance Specialty Holdings LTD)

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The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans to be incurred by Arch Europe and the issuance of the Letters of CreditCredit for the account of Arch Europe, the Parent Borrower hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower Arch Europe to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower Arch Europe to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerArch Europe, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)

The Guaranty. In order to induce the each of the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Post Petition Swap Agreements, and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance entering into of the Letters of Creditsuch Post Petition Swap Agreements, the Parent Borrower Holdings hereby agrees with the Lenders primary, absolute and unconditional, as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Holdings Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Holdings Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally and irrevocably promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Holdings Guaranteed Obligations. This Parent Borrower Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Holdings Guaranty or any other instrument evidencing any liability of each Borrower or any Designated Subsidiary Borrowerother Holdings Guaranteed Party, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Possession Credit Agreement (Cooper-Standard Holdings Inc.), Possession Credit Agreement (Cooper-Standard Holdings Inc.)

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower each Guarantor from the proceeds of the Loans and the issuance of the Letters of CreditCredit and to induce the Banks or any of their respective Affiliates to enter into Interest Rate Protection Agreements, the Parent Borrower each Guarantor hereby agrees with the Lenders Banks as follows: the Parent Borrower Each Guarantor hereby unconditionally and irrevocably guaranteesirrevocably, jointly and severally, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Secured Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Secured Creditors becomes due and payable hereunder, the Parent Borrower each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Guaranteed Secured Creditors, or order, on demand, together with any and all reasonable expenses which may be incurred by the Guaranteed Agent or the Secured Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Guarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Company, and the Parent Borrower each other Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection.

Appears in 2 contracts

Samples: Credit Agreement (Coinmach Corp), Credit Agreement (Coinmach Laundry Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement Each Guarantor, jointly and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Creditseverally, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guaranteesirrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Relevant Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower such Guarantor, unconditionally and irrevocably, jointly and severally, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or on order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations, subject to any applicable limitations set forth in Section 13.01 of the Credit Agreement. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Borrower or any other Guaranteed Party), then and in such event the Parent Borrower each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Guarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerBorrower or any other Guaranteed Party, and the Parent Borrower such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. No failure or delay on the part of any Guaranteed Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Guaranteed Creditor to any other or further action in any circumstances without notice or demand.

Appears in 2 contracts

Samples: Revolving Credit Agreement (VERRA MOBILITY Corp), Intercreditor Agreement (VERRA MOBILITY Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Borrower Corporation from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Parent Borrower Corporation hereby agrees with the Lenders as follows: the Parent Borrower Corporation hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Corporation unconditionally promises to pay such indebtedness Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (including in connection with any bankruptcy or similar proceeding) or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Corporation or any of its Subsidiaries), then and in such event the Parent Borrower Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCorporation, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any Designated Subsidiary Borrowerof its Subsidiaries, this Guaranty shall be fully reinstated and the Parent Borrower Corporation shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc), Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed CreditorsObligations. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Credit Agreement (RBS Global Inc), Credit Agreement (Winfred Berg Licensco Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower VHS Holdco I from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower VHS Holdco I hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed CreditorsObligations. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower VHS Holdco I unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all reasonable expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower VHS Holdco I agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerVHS Holdco I, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower VHS Holdco I shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Credit Agreement (Vanguard Health Systems Inc), Credit Agreement (Vanguard Health Systems Inc)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders Banks as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed CreditorsAdministrative Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Banks in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Credit Agreement (Nutraceutical International Corp), Credit Agreement (Nutraceutical International Corp)

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by Holdings and the Parent Borrower MLP from the proceeds of the Term Loans and the issuance entering into of such Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements, Holdings and the Letters of Credit, the Parent Borrower MLP each hereby agrees with the Lenders Guaranteed Creditors as follows: follows (in the Parent Borrower case of the MLP for this entire Section 14 upon accession to this Agreement): Holdings and the MLP each hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed its Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower Holdings or the MLP to the Guaranteed Creditors becomes due and payable hereunder, each of Holdings and the Parent Borrower MLP, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event each of Holdings and the Parent Borrower MLP agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings and the Parent BorrowerMLP, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and Holdings and the Parent Borrower MLP shall each be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Security Agreement (OCI Partners LP), Security Agreement

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby absolutely, irrevocably and unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each the Designated Subsidiary Borrower Borrowers to the Guaranteed CreditorsCreditors and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each Designated Borrower. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower such Borrowers to the Guaranteed Creditors Administrative Agent and/or any Lender becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed CreditorsAdministrative Agent and/or such Lenders, or orderas applicable, on demand, together with any and all reasonable expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon the Administrative Agent and/or any Guaranteed Creditor Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of the guaranty under this Parent Borrower Guaranty Article XI or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Parent Borrower Holdings hereby agrees with the Lenders as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Holdings Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Holdings Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Holdings Guaranteed Obligations. This Parent Borrower Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Holdings Guaranty or any other instrument evidencing any liability of either Borrower or any Designated Subsidiary Borrowerother Holdings Guaranteed Party, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 2 contracts

Samples: Credit Agreement (Dole Food Company Inc), Credit Agreement (Dole Food Company Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Borrower Corporation from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Parent Borrower Corporation hereby agrees with the Lenders as follows: the Parent Borrower Corporation hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Corporation unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Corporation Guaranty is a guaranty of payment and not of collection. This Corporation Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Alternate Currency Revolving Loan Borrowers and any other Guaranteed Party), then and in such event the Parent Borrower Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCorporation, notwithstanding any revocation of this Parent Borrower Corporation Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerAlternate Currency Revolving Loan Borrower or any other Guaranteed Party, and the Parent Borrower Corporation shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Starwood Hotels & Resorts)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Intermediate Holdings from the proceeds of the Loans to be incurred by the Guaranteed Parties and the issuance of the Letters of CreditCredit for the account of the Guaranteed Parties, the Parent Borrower Intermediate Holdings hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower Intermediate Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower Guaranteed Party to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower Guaranteed Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Intermediate Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors 118 in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Intermediate Holdings Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerIntermediate Holdings, notwithstanding any revocation of this Parent Borrower Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerGuaranteed Party, and the Parent Borrower Intermediate Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders Banks as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed CreditorsAgent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Banks in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, --134-- order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Dade International Inc)

The Guaranty. In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Credithereunder, the Parent Borrower each Credit Party hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower each Credit Party hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower Credit Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower such Credit Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Guaranteed Party), then and in such event the Parent Borrower respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Credit Party, notwithstanding any revocation of this Parent Borrower Credit Party Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerGuaranteed Party, and the Parent Borrower each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (ONESPAWORLD HOLDINGS LTD)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any Back to Contents and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to Administrative Agent and/or the Guaranteed CreditorsLenders, or order, on demand, together with any and all expenses which may be incurred by Administrative Agent or the Guaranteed Creditors Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Noveon Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Borrower each Credit Agreement Party from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Parent Borrower each Credit Agreement Party hereby agrees with the Lenders as follows: the Parent Borrower each Credit Agreement Party hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Relevant Guaranteed Obligations of any Designated Subsidiary Borrower Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations. This Parent Borrower Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Relevant Guaranteed Party), then and in such event the Parent Borrower respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Credit Agreement Party, notwithstanding any revocation of this Parent Borrower Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerRelevant Guaranteed Party, and the Parent Borrower each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Security Agreement (Dole Food Company Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Borrower each Credit Agreement Party from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Parent Borrower each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: the Parent Borrower each Credit Agreement Party hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Relevant Guaranteed Obligations of any Designated Subsidiary Borrower Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations. This Parent Borrower Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Relevant Guaranteed Party), then and in such event the Parent Borrower respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Credit Agreement Party, notwithstanding any revocation of this Parent Borrower Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerRelevant Guaranteed Party, and the Parent Borrower each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Dole Food Company Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be -108- 115 received by the Parent Borrower WLI from the proceeds of the Loans made to the Foreign Borrowers and the issuance of the Letters of CreditCredit issued for the account of the Foreign Borrowers, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower WLI hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, guarantees the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations Obligations. This Guaranty is a primary obligation of each Designated Subsidiary Borrower to the Guaranteed CreditorsWLI and not merely a contract of surety. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower WLI unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any specified Borrower), then and in such event the Parent Borrower WLI agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerWLI, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Foreign Borrowers, and the Parent Borrower WLI shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Wang Laboratories Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or orderAgent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the Parent Borrower such Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Subsidiaries), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of this Parent Borrower Guaranty guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerSubsidiary, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations as a preference, fraudulent conveyance or otherwise and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any each Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Partnerre LTD)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders Banks as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed CreditorsAdministrative Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Banks in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.. 108

Appears in 1 contract

Samples: Credit Agreement (Nutraceutical International Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower (such term as used in this Section 12 to include any entity that was a Designated Subsidiary Borrower prior to the delivery of a Termination Letter with respect thereto) to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the each Parent Borrower Guarantor from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the each Parent Borrower Guarantor hereby agrees with the Lenders Banks as follows: the . Each Parent Borrower Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the each Parent Borrower Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the each Parent Borrower Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the such Parent BorrowerGuarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the each Parent Borrower Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Pool Energy Services Co)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder induce the Lenders or any of their respective affiliates to enter into Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Subsidiaries of the Borrower from the proceeds entering into of the Loans and the issuance of the Letters of CreditHedging Agreements, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Guaranteed Party), then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerother Guaranteed Party, and the Parent Borrower shall be and remain liable to the aforesaid afore- said payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Rj Reynolds Tobacco Holdings Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

The Guaranty. In order to induce the Lenders Purchasers to enter into this Agreement continue to hold the Notes and consent to extend credit hereunder such reorganization, and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans each Guarantor therefrom, each Guarantor hereby jointly and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby severally unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed (x) Obligations and (y) all other obligations (including which but for the automatic stay under Section 362(a) of each Designated Subsidiary Borrower the Bankruptcy Code, would become due) and liabilities owing by the Company to the Purchasers under the Agreement (including, without limitation, indemnities and interest thereon) now existing or hereafter incurred under arising out of or in connection with the Agreement or any other Credit Document and the due performance and compliance with the terms of the Credit Documents by the Company (collectively, the "Guaranteed CreditorsObligations"), and additionally each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees the performance of all obligations and covenants of the Company under the SDDI Contract. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower each Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Secured Creditors, or order, on demand, together with (without duplication) any and all expenses which may be incurred by the Guaranteed Secured Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment continuing one and not of collectionall liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property property, including, but not limited to any repayment by reason of a preferential payment or fraudulent transfer or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Company), then and in such event the Parent Borrower each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Guarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Company, and the Parent Borrower each Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Purchase Agreement (Noble Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of CreditCredit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Parent Borrower Holdings hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing one and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Holdings Guaranty or any other instrument evidencing any liability of the Borrower or any Designated Subsidiary Borrowerother Guaranteed Party, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Dade Behring Holdings Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent each Borrower from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and Bank Guaranties, the Parent entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Borrower hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: the Parent each Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and such Obligations. If any or all of the Parent Borrower Relevant Guaranteed Obligations Obliga- tions of any Designated Subsidiary either Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent each Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Relevant Guaranteed Party), then and in such event the Parent respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Credit Agreement Party, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerRelevant Guaranteed Party, and the Parent each Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Intercreditor Agreement (Dole Food Co Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Intermediate Holdings from the proceeds of the Loans to be incurred by the Guaranteed Parties and the issuance of the Letters of CreditCredit for the account of the Guaranteed Parties, the Parent Borrower Intermediate Holdings hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower Intermediate Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower Guaranteed Party to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower Guaranteed Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Intermediate Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Intermediate Holdings Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerIntermediate Holdings, notwithstanding any revocation of this Parent Borrower Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerGuaranteed Party, and the Parent Borrower Intermediate Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

The Guaranty. (a) In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by the Parent Borrower each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower each Guarantor hereby agrees with the Lenders Banks as follows: the Parent Borrower Each Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower the Company to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower the Company to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Company), then and in such event the Parent Borrower each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Guarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Company, and the each Parent Borrower Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection.

Appears in 1 contract

Samples: Revolving Credit Agreement (Superior Telecom Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever 77 made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any each Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Partnerre LTD)

The Guaranty. In order to induce the Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, in recognition of the direct benefits to be received by the Parent Borrower each Credit Agreement Party from the proceeds of the Term Loans and the issuance entering into of the Letters of Creditsuch Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, the Parent each Borrower hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent each Borrower hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed CreditorsCreditors and any Indemnified Person, as applicable. If any or all of the Parent Borrower Relevant Guaranteed Obligations of any Designated Subsidiary Borrower Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower such Borrower, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or on order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations. This Parent Borrower Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Relevant Guaranteed Party), then and in such event the Parent respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Credit Agreement Party, notwithstanding any revocation of this Parent Borrower Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerRelevant Guaranteed Party, and the Parent Borrower each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Kemet Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations (other than, with respect to the Company, any Excluded Swap Obligations of each Designated the Company) of the Subsidiary Borrower Borrowers to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises 109 to pay such indebtedness to the Guaranteed Creditors, or orderAdministrative Agent and/or the Lenders, on demand, together with any and all reasonable, out-of-pocket expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of the guaranty under this Parent Borrower Guaranty Section 15 or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Regal Beloit Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Security Agreement (Marathon Power Technologies Co)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent U.S. Borrower from the proceeds of the Loans and the issuance of the Letters of CreditForeign Loans, the Parent US Borrower hereby agrees with the Lenders as follows: the Parent The US Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed CreditorsObligations. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent US Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Subsidiary of the US Borrower), then and in such event the Parent US Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent US Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary of the US Borrower, and the Parent US Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Pledge Agreement (Sitel Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated the Subsidiary Borrower Borrowers to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or orderAgent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation 106 of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Truck Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Intermediate Holdings from the proceeds of the Loans to be incurred by the Guaranteed Parties and the issuance of the Letters of CreditCredit for the account of the Guaranteed Parties, the Parent Borrower Intermediate Holdings hereby agrees with the Lenders as follows: the Parent Borrower Intermediate Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower Guaranteed Party to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower Guaranteed Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Intermediate Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Intermediate Holdings Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerIntermediate Holdings, notwithstanding any revocation of this Parent Borrower Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerGuaranteed Party, and the Parent Borrower Intermediate Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group LTD)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Borrower Intermediate Holdco from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Parent Borrower Intermediate Holdco hereby agrees with the Lenders as follows: the Parent Borrower Intermediate Holdco hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Intermediate Holdco Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Intermediate Holdco Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Intermediate Holdco unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Intermediate Holdco Guaranteed Obligations. This Parent Borrower Intermediate Holdco Guaranty is a guaranty of payment and not of collection. This Intermediate Holdco Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Intermediate Holdco Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers and any other Intermediate Holdco Guaranteed Party), then and in such event the Parent Borrower Intermediate Holdco agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerIntermediate Holdco, notwithstanding any revocation of this Parent Borrower Intermediate Holdco Guaranty or any other instrument evidencing any liability of either Borrower or any Designated Subsidiary Borrowerother Intermediate Holdco Guaranteed Party, and the Parent Borrower Intermediate Holdco shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Dole Food Company Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower VHS Holdco I from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower VHS Holdco I hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed CreditorsObligations. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower VHS Holdco I unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all reasonable expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Borrower), then and in such event the Parent Borrower VHS Holdco I agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerVHS Holdco I, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Borrowers, and the Parent Borrower VHS Holdco I shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (VHS of Anaheim Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, Obligations or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Borrower), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of this Parent Borrower Guaranty guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.. 115

Appears in 1 contract

Samples: Credit Agreement (Huntsman Advanced Materials (UK) LTD)

The Guaranty. In order to induce the Agents, the Collateral Agent (and in the case of the Mortgages, the Real Property Collateral Agent), the Issuing Lenders, the Swingline Lender and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by the Parent Borrower MLP from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and the entering into of such Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements, the Parent Borrower MLP hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower MLP hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed its Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower the MLP to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower MLP, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower MLP agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerMLP, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower MLP shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Security Agreement (OCI Partners LP)

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent U.S. Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent U.S. Borrower hereby agrees with the Lenders Banks as follows: the Parent U.S. Borrower hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Foreign Guaranteed Obligations of each Designated Subsidiary the German Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Foreign Guaranteed Obligations of any Designated Subsidiary the German Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent U.S. Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Foreign Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Foreign Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any 161 such claim effected by such payee with any such claimantclaimant (including the German Borrower), then and in such event the Parent U.S. Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent U.S. Borrower, notwithstanding any revocation of this Parent U.S. Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the German Borrower, and the Parent U.S. Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Dade Behring Inc)

The Guaranty. In order The Guarantor hereby irrevocably and unconditionally guarantees to induce Prudential the Lenders due and punctual payment in full of (i) the principal of and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when dueCompany, whether upon maturity, or not a claim for post-filing or post-petition interest is allowed in such proceeding) and any other amounts due under the Notes when and as the same shall become due and payable (whether at stated maturity or by optional prepayment or by acceleration or otherwise, of ) and (ii) any other sums which may become due under the terms and all provisions of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to Restructuring Agreement, including the Guaranteed CreditorsClosing Payment, Credit Facility Payment, and under the Preferred Stock and the Warrants issuable thereto, and the Notes (all such obligations described in clauses (i) and (ii) above are herein called the "GUARANTEED OBLIGATIONS"). If any or all of The guaranty in the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due preceding sentence is an absolute, present and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a continuing guaranty of payment and not of collection. If a claim collectibility and is ever made in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or other Guaranteed Creditor for repayment Obligations or recovery upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to Prudential without demand, presentment, protest or notice of any amount or amounts received kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Restructuring Agreement. Each default in payment of principal of or interest on account any Notes shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that the Notes issued in connection with the Restructuring Agreement may make reference to this guaranty. The Guarantor hereby agrees to pay and to indemnify and save Prudential harmless from and against any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all damage, loss, cost or part of said amount by reason expense (including, without limitation, attorneys' fees) which Prudential may incur or be subject to as a consequence, direct or indirect, of (i) any judgmentbreach by the Guarantor, decree by the Company or order by any other Transaction Party of any court warranty, covenant, term or administrative body having jurisdiction over condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes or the Restructuring Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such payee breach or any of its property or default, and (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event legal action commenced to challenge the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation validity of this Parent Borrower Guaranty Agreement, the Notes or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeRestructuring Agreement.

Appears in 1 contract

Samples: Subordinated Guaranty Agreement (Prudential Insurance Co of America)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders Banks as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated the Subsidiary Borrower Borrowers to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or orderAdministrative Agent and/or the Banks, on demand, together with any and all reasonable, out-of-pocket expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Banks in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of the guaranty under this Parent Borrower Guaranty Section 15 or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Assignment Agreement (Regal Beloit Corp)

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The Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by the Parent Borrower each Credit Party from the proceeds of the Revolving Loans and the issuance entering into of the Letters of Creditsuch Secured Bank Product Obligations, the Parent Borrower each Credit Party hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower each Credit Party hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Relevant Guaranteed Obligations of any Designated Subsidiary Borrower Credit Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower such Credit Party, unconditionally and irrevocably, promises to pay such indebtedness obligations to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations. This Parent Borrower Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Relevant Guaranteed Party), then and in such event the Parent Borrower respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Credit Party, notwithstanding any revocation of this Parent Borrower Credit Party Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerRelevant Guaranteed Party, and the Parent Borrower each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Fourth Amendment (Resolute Forest Products Inc.)

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by the Parent Borrower each Credit Party from the proceeds of the Revolving Loans and the issuance entering into of the Letters of Creditsuch Secured Bank Product Obligations, the Parent Borrower each Credit Party hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower each Credit Party hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Relevant Guaranteed Obligations of any Designated Subsidiary Borrower Credit Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower such Credit Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations. This Parent Borrower Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Relevant Guaranteed Party), then and in such event the Parent Borrower respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Credit Party, notwithstanding any revocation of this Parent Borrower Credit Party Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerRelevant Guaranteed Party, and the Parent Borrower each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. Bankruptcy . Additionally, each Credit Party unconditionally and irrevocably guarantees the payment of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors whether or not due or payable by any Relevant Guaranteed Party upon the occurrence of any of the events specified in Section 11.05, and irrevocably and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, in the currency in which the obligation was originally denominated.

Appears in 1 contract

Samples: Credit Agreement (Ryerson Holding Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower and its Subsidiaries to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower or its Subsidiaries to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed CreditorsAdministrative Agent and/or the Lenders, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower or any of its Subsidiaries), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Borrower or any Designated Subsidiary Borrowerof its Subsidiaries, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Tioxide Americas Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower (such term as used in this Section 13 to include any entity that was a Designated Subsidiary Borrower prior to the delivery of a Termination Letter with respect thereto) to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

The Guaranty. In order to induce the Lenders Bank to enter into this Agreement ------------ and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Guarantor from the proceeds of the Loans and the issuance of the Letters Letter of Credit, the Parent Borrower Guarantor or hereby agrees with the Lenders Bank as follows: the Parent Borrower Guarantor hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower the Company to the Guaranteed CreditorsBank. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower the Company to the Guaranteed Creditors Bank becomes due and payable hereunder, the Parent Borrower Guarantor unconditionally promises to pay such indebtedness to the Guaranteed CreditorsBank, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Bank in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor the Bank for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees Bank repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee the Bank or any of its property or (ii) any settlement or compromise of any such claim effected by such payee the Banks with any such claimantclaimant (including the Company), then and in such event the Parent Borrower Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerGuarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Company, and the Parent Borrower Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Motors & Gears Inc)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders Banks as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower of the Borrowers to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower the Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Holdings Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Borrowers, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Dade Behring Inc)

The Guaranty. In order to induce the Lenders Purchasers to enter into this the Agreement and to extend credit hereunder purchase the Notes, and in recognition of the direct benefits to be received by the Parent Borrower Guarantor from the proceeds of the Loans and the issuance of the Letters of CreditNotes, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed (x) Obligations and (y) all other obligations (including which but for the automatic stay under Section 362(a) of each Designated Subsidiary Borrower the Bankruptcy Code, would become due) and liabilities owing by the Company to the Purchasers under the Agreement (including, without limitation, indemnities and interest thereon) now existing or hereafter incurred under arising out of or in connection with the Agreement or any other Credit Document and the due performance and compliance with the terms of the Credit Documents by the Company and each Subsidiary Guarantor (collectively, the "Guaranteed CreditorsObligations"), and additionally Parent Guarantor hereby unconditionally and irrevocably guarantees the performance of all obligations and covenants of the Company under the SDDI Contract. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Secured Creditors, or order, on demand, together with (without duplication) any and all expenses which may be incurred by the Guaranteed Secured Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment continuing one and not of collectionall liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property property, including, but not limited to any repayment by reason of a preferential payment or fraudulent transfer or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Company), then and in such event the Parent Borrower Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerGuarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Company, and the Parent Borrower Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Note Purchase Agreement (Noble Drilling Corp)

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders Banks as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable pay able hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed CreditorsAgent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Banks in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Nutraceutical International Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or orderAgent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the Parent Borrower such Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (ia) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (iib) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Subsidiaries), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of this Parent Borrower Guaranty guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerSubsidiary, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Corp)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Parent, Holdings and Tri-Star Holdings (each a "Parent Guarantor" and collectively, the "Parent Borrower Guarantors") from the proceeds of the Loans and the issuance of the Letters of Credit, the each Parent Borrower Guarantor hereby agrees with the Lenders Banks as follows: the each Parent Borrower Guarantor hereby jointly and severally unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the each Parent Borrower Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the each Parent Borrower Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the each Parent BorrowerGuarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the each Parent Borrower Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Maple Leaf Aerospace Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder hereunder, to induce the Credit Card Issuers to enter into and/or maintain Secured Credit Card Agreements, to induce the Lenders or any of their respective affiliates to enter into Hedging Agreements and to induce Calyon to maintain the Existing Interest Rate Swap Agreement and, in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and the entering into and/or maintenance of Secured Credit Card Agreements and Hedging Agreements, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Guaranteed Party), then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerother Guaranteed Party, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Reynolds American Inc)

The Guaranty. In order to induce the AgentsAdministrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by the Parent Borrower each Credit Party from the proceeds of the Revolving Loans and the issuance entering into of the Letters of Creditsuch Secured Bank Product Obligations, the Parent Borrower each Credit Party hereby agrees with the Lenders Guaranteed Creditors as follows: the Parent Borrower each Credit Party hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Relevant Guaranteed Obligations of any Designated Subsidiary Borrower Credit Party to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower such Credit Party, unconditionally and irrevocably, promises to pay such indebtedness indebtednessobligations to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations. This Parent Borrower Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Relevant Guaranteed Party), then and in such event the Parent Borrower respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Credit Party, notwithstanding any revocation of this Parent Borrower Credit Party Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerRelevant Guaranteed Party, and the Parent Borrower each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Resolute Forest Products Inc.)

The Guaranty. In order to induce the each of the Agents, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Swap Agreements, and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and the entering into of such Swap Agreements, the Parent Borrower Holdings hereby agrees with the Lenders primary, absolute and unconditional, as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Holdings Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Holdings Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally and irrevocably promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Holdings Guaranteed Obligations. This Parent Borrower Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Holdings Guaranty or any other instrument evidencing any liability of either Borrower or any Designated Subsidiary Borrowerother Holdings Guaranteed Party, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Westborn Service Center, Inc.)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and hereunder, to induce the Credit Card Issuers to enter into and/or maintain Secured Credit Card Agreements, to induce the Lenders or any of their respective affiliates to enter into Hedging Agreements and, in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and the entering into and/or maintenance of Secured Credit Card Agreements and Hedging Agreements, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Guaranteed Party), then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerother Guaranteed Party, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Reynolds American Inc)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower SNIG from the proceeds of the Loans and the issuance of the Letters of CreditLoans, the Parent Borrower SNIG hereby agrees with the Lenders Banks as follows: the Parent Borrower SNIG hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower SNIG unconditionally promises to pay such indebtedness to the Guaranteed CreditorsAdministrative Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Banks in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower SNIG agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerSNIG, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower SNIG shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Agreement (Superior National Insurance Group Inc)

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders Banks as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Collins & Aikman Floor Coverings Inc)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent U.S. Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent U.S. Borrower hereby agrees with the Lenders Banks as follows: the Parent U.S. Borrower hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Foreign Guaranteed Obligations of each Designated Subsidiary the German Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Foreign Guaranteed Obligations of any Designated Subsidiary the German Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent U.S. Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Foreign Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Foreign Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the German Borrower), then and in such event the Parent U.S. Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent U.S. Borrower, notwithstanding any revocation of this Parent U.S. Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the German Borrower, and the Parent U.S. Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Dade Behring Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any each Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Partnerre LTD)

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders Banks as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower of the Borrowers to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower the Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrowers), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Holdings Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Borrowers, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Dade Behring Inc)

The Guaranty. In order to induce the Lenders and the Issuers to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders and the Issuers as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to the applicable Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the such Guaranteed Creditors in collecting any of the Parent Borrower such Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (ia) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (iib) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Subsidiaries), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of this Parent Borrower Guaranty guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerSubsidiary, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. The Company represents and warrants that (i) as of the Effective Date, the Company is an “eligible contract participant” as such term is defined and interpreted under the Commodity Exchange Act, and (ii) on each date on which the Guaranteed Obligations include any obligations under any Swap Contracts, the Company will be deemed to represent and warrant that the Company is an “eligible contract participant” as such term is defined and interpreted under the Commodity Exchange Act.

Appears in 1 contract

Samples: Credit Agreement (Oshkosh Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guaranteesguarantees (and does hereby reconfirm its unconditional and irrevocable guaranty under the Original Holdings Guaranty as continued hereunder), as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Champion Aerospace Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the each Parent Borrower Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit, the each Parent Borrower Guarantor hereby agrees with the Lenders as follows: the Each Parent Borrower Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the each Parent Borrower Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the each Parent Borrower Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the such Parent BorrowerGuarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the each Parent Borrower Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection.

Appears in 1 contract

Samples: American Pad & Paper Co

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Parent Borrower each DRLB Guarantor from the proceeds of the Loans and Loans, the issuance of the Letters of CreditCredit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Parent Borrower each DRLB Guarantor hereby agrees with the Lenders as follows: the Parent Borrower each DRLB Guarantor hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Relevant Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Relevant Guaranteed Obligations of any Designated Subsidiary Borrower DRLB Guarantor to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower each DRLB Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Relevant Guaranteed Obligations. This Parent DRL Borrower Guaranty is a guaranty of payment and not of collection. This DRL Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including any Relevant Guaranteed Party), then and in such event the Parent Borrower respective DRLB Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch DRLB Guarantor, notwithstanding any revocation of this Parent DRL Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary BorrowerRelevant Guaranteed Party, and the Parent Borrower each DRLB Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of CreditLoans, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations (other than any Excluded Swap Obligations) of each Designated Subsidiary Borrower the Company to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower the Company to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or orderAdministrative Agent and/or the Lenders, on demand, together with any and all reasonable, out-of-pocket expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Company), then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerParent, notwithstanding any revocation of the guaranty under this Parent Borrower Guaranty Section 15 or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Company, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Regal Rexnord Corp)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Company hereby agrees with the Lenders as follows: the Parent Borrower Company hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated the Subsidiary Borrower Borrowers to the Guaranteed 101 110 Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Company unconditionally promises to pay such indebtedness to Agent and/or the Guaranteed Creditors, or orderLenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including Borrowers), then and in such event the Parent Borrower Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerCompany, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Glatfelter P H Co)

The Guaranty. In order to induce the Lenders to enter into this Agreement Each Guarantor, jointly and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Creditseverally, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guaranteesirrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees as primary obligor and not merely as surety, surety the full and prompt payment when duedue and performance, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower its Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower such Guarantor, unconditionally and irrevocably, jointly and severally, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or on order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations, subject to any applicable limitations set forth in Section 13.01 of the Credit Agreement. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower or any other Guaranteed Party), then and in such event the Parent Borrower each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Guarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Borrower or any Designated Subsidiary Borrowerother Guaranteed Party, and the Parent Borrower such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. No failure or delay on the part of any Guaranteed Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Guaranteed Creditor to any other or further action in any circumstances without notice or demand.

Appears in 1 contract

Samples: Guaranty Agreement (Iridium Communications Inc.)

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower Holdings hereby agrees with the Lenders as follows: the Parent Borrower Holdings hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower and its Subsidiaries to the Guaranteed Creditors. If any or all 129 of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower or its Subsidiaries to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Holdings unconditionally promises to pay such indebtedness to the Guaranteed CreditorsAdministrative Agent and/or the Lenders, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower or any of its Subsidiaries), then and in such event the Parent Borrower Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerHoldings, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Borrower or any Designated Subsidiary Borrowerof its Subsidiaries, and the Parent Borrower Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Credit Agreement (Huntsman International LLC)

The Guaranty. (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by the Parent Borrower each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower each Guarantor hereby agrees with the Lenders as follows: the Parent Borrower Each Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower the Company to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower the Company to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Company), then and in such event the Parent Borrower each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrowersuch Guarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrowerthe Company, and the Parent Borrower each Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection.

Appears in 1 contract

Samples: Credit Agreement (Superior Telecom Inc)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower Holdings from the proceeds of the Loans and the issuance of the Letters Letter of Credit, Holdings (the Parent Borrower "Guarantor") hereby agrees agree with the Lenders Banks as follows: the Parent Borrower Guarantor hereby unconditionally and irrevocably guarantees, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the Parent Borrower Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent BorrowerGuarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the Parent Borrower Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. The Collateral Agent shall have the exclusive right to enforce all rights and claims under this Section 13 against the Guarantor, on behalf of the Guaranteed Creditors.

Appears in 1 contract

Samples: Credit Agreement (Pine Holdings Inc)

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the each Parent Borrower Guarantor from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the each Parent Borrower Guarantor hereby agrees with the Lenders Banks as follows: the Each Parent Borrower Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary the Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the each Parent Borrower Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimantclaimant (including the Borrower), then and in such event the each Parent Borrower Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the such Parent BorrowerGuarantor, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary the Borrower, and the each Parent Borrower Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Appears in 1 contract

Samples: Pledge Agreement (Pool Energy Services Co)

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