Xxxxxx Guaranty. Guarantor shall have executed and delivered a full and unconditional Guaranty agreement in favor of the Agent and the Lenders, which confirmation shall be in form and substance satisfactory to the Agent and the Lenders.
Xxxxxx Guaranty. In consideration of the Seller's entering into --------------- this Agreement, under which Xxxxxx will receive benefits as the shareholder of the Buyer, Xxxxxx hereby irrevocably and unconditionally guarantees to the Seller full, prompt and complete performance and payment by the Buyer of its obligations and Liabilities contained in this Agreement, including its obligation to cause its Affiliates to take or refrain from taking certain acts and its indemnification obligations (including the obligations of the Seller's Affiliates under the Other Agreements). Xxxxxx covenants and agrees that (i) waiver by the Buyer or its Affiliates of any of the terms, provisions, obligations and agreements of this Agreement and the Other Agreements, (ii) any modification or changes to this Agreement and the Other Agreements, or (iii) the granting of extensions of time, may be done without notice to Xxxxxx and without in any way affecting, changing or releasing Xxxxxx from its obligations hereunder. Xxxxxx hereby waives (a) all notices with respect to the obligations of this (S)13.2, including demand, notice and notice of intent to accelerate, (b) any right to require the Seller to first proceed against the Buyer before proceeding against Xxxxxx, the obligations of Xxxxxx hereunder being primary and independent of the obligations of its Affiliates under this Agreement or the Other Agreements, (c) any defense based on any bankruptcy, insolvency, reorganization, liquidation or dissolution of the Buyer or a change in ownership or control of the Buyer; (d) the provisions of Law pertaining to sureties or guarantors to the extent waivable under Law, that may be contrary to the provisions of this (S)13.2, and (e) any requirement that the Seller or its Affiliates notify Xxxxxx of any facts the Seller may learn regarding a change in the financial status of the Buyer. The Parties hereto have executed this Agreement on the date first above written. XXXXXX POWER TOOLS, INC. By: /s/ Xxxxx X. Xxxxx, Xx. ----------------------------------- Name: Xxxxx X. Xxxxx, Xx. Title: Authorized Signatory GPX CORP. By: /s/ Xxxxxx X. Xxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Vice President XXXXXX INDUSTRIES, INC. By: /s/ Xxxxx X. Xxxxx, Xx. ----------------------------------- Name: Xxxxx X. Xxxxx, Xx. Title: Sr. Vice President GLOBAL INDUSTRIAL TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxx Title: Sr. Vice Presid...
Xxxxxx Guaranty. On the date of the Closing (the "CLOSING DATE") and xx x xaterial inducement for the Bendes to enter into this Loan Agreement and to grant the Bendes Loan xx XXSP, each of the Guarantors, each deriving a material xxxxxit from such transaction, shall enter into the Bendes Guaranty, guaranteeing, jointly and severally, the prompt and xxxx xayment and performance by AESP of its obligations under the Bendes Promissory Note.
Xxxxxx Guaranty adversely affect (A) the security interests granted or purported to be granted by or pursuant to the Collateral Documents, taken as a whole, (B) the ability of the Borrower to repay its Secured Obligations when due, (C) the total capital cost of the Project or the performance or operations of the Project or (D) the Borrower’s rights in the Project, taken as a whole.
Xxxxxx Guaranty and documented fees, charges and disbursements of legal counsel for the Arranger, the Agents and the Lenders; provided that the Guarantors will not be responsible for the payment of legal costs of more than one legal counsel in each of New York, Nevada and any other applicable jurisdiction) in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents to which any Guarantor is a party or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out‑of‑pocket expenses incurred by any Secured Party (including the fees, charges and disbursements of any legal counsel for any Secured Party), and shall pay all fees and time charges for attorneys who may be employees of any Secured Party, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents to which any Guarantor is a party, including its rights under this Section 8.03, or (B) in connection with the Guaranteed Obligations, including all such out‑of‑pocket expenses in connection with any workout, restructuring or negotiations in respect of the Guaranteed Obligations.
Xxxxxx Guaranty. In the event the existing Partnership debt to Alamo Capital Corporation is not retired within 30 days following Closing, Parent will exert its reasonable and diligent commercial efforts to convince Alamo Capital Corporation to release Xxxxx Xxxxxx and, if applicable, Xxxxxxx X. Xxxxxx, Xx., from their personal guaranties of such debt.
Xxxxxx Guaranty. In consideration of the covenants, agreements and undertakings of the Company contained in this Agreement, Xxxxxx hereby agrees to take all action necessary to cause Parent to perform all of its agreements, covenants and obligations under this Agreement. Xxxxxx unconditionally and irrevocably guarantees to the Company, and its permitted successors and assigns, the full, prompt and complete payment and performance by Parent of all of the covenants, conditions, agreements and obligations of the Parent contained in this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of Parent under this Agreement. This is a guarantee of payment and performance. Xxxxxx hereby waives diligence, protest, presentment, all notice of default by the Parent, demand of performance, filing of any claim, any right to require any proceeding first or pursual of any other remedy against Parent. Xxxxxx hereby consents to any extension that may be given by the Company to the Parent of time of payment or performance, or otherwise in connection with the performance of its obligations set forth in this Section 12.19. The obligations of Xxxxxx to guarantee Parent’s obligations pursuant to this Section 12.19 shall be construed as a continuing absolute and unconditional obligation of Xxxxxx to guarantee the payment and performance of the transactions contemplated hereby. Xxxxxx hereby represents and warrants to the Company that (a) Xxxxxx has all requisite public limited liability company (naamloze vennootschap) power and authority to enter into, execute, deliver and perform its obligations under this Agreement; (b) the execution, delivery and performance by Xxxxxx of this Agreement and actions contemplated hereby have been duly and validly approved and authorized by all necessary public limited liability company (naamloze vennootschap) action on the part of Xxxxxx and (c) this Agreement is a valid and binding obligation of Xxxxxx, enforceable against Xxxxxx in accordance with its terms.
Xxxxxx Guaranty. Payment of the Term Credit Notes shall at all times be guaranteed by Xxxxxx pursuant to the Xxxxxx Guaranty, subject to limitations set forth in the Xxxxxx Guaranty on the right-of-recovery against Xxxxxx thereunder.
Xxxxxx Guaranty. 5. Mia Guaranty
Xxxxxx Guaranty. The Guaranty Agreement to be executed by the Guarantor in favor of the Bank in substantially the form attached as Exhibit “C”, under which the Guarantor unconditionally guarantees to the Bank payment of all Obligations now or hereafter owing to the Bank by the Borrower in connection with the Loan Documents and the full and complete performance by the Borrower of the Loan Documents, as further set forth therein. Guarantor’s liability under the Xxxxxx Guaranty will be limited to $2,919,000.00.
