Guaranteed Liabilities means: (a) each Borrower’s prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from any Borrower to any one or more of the Secured Parties, including principal, interest, and fees (including fees and expenses of counsel); (b) each Loan Party’s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by such Loan Party under the Credit Agreement, the Notes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising under Secured Cash Management Agreements and Secured Hedge Agreements; provided, however, that the Guaranteed Liabilities shall not include any Excluded Swap Obligations. The Company’s obligations to the Secured Parties under this Company Guaranty Agreement are hereinafter referred to as the “Guarantor’s Obligations”. The Company agrees that it is directly and primarily liable for the Guaranteed Liabilities. Certain of the Guarantor’s Obligations are secured by various Security Instruments referred to in the Credit Agreement, including without limitation the Security Agreement. For purposes of this Company Guaranty Agreement, the following terms have the following definitions:
Guaranteed Liabilities means all moneys, obligations and liabilities expressed to be guaranteed by the Guarantor in clause 2.1;
Guaranteed Liabilities has the meaning assigned to such term in Section 8.01.
Examples of Guaranteed Liabilities in a sentence
Notwithstanding anything herein to the contrary, upon the occurrence and continuation of an Event of Default, then notwithstanding any Collateral or other direct or indirect security or credit support for the Guaranteed Liabilities, at the Administrative Agent’s election and without notice thereof or demand therefor, each of the Guaranteed Liabilities and the Guarantors’ Obligations shall immediately be and become due and payable.
Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed Liabilities.
Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of the Secured Parties the prompt Payment in Full, and payment and performance in full, as and when due, of the Guaranteed Liabilities.
More Definitions of Guaranteed Liabilities
Guaranteed Liabilities means all direct, indirect and derivative losses and loss of foreseeable profits suffered by the Pledgee due to any Event of Default (as defined below) of the Pledgor and/or the Company, the amount of which shall be determined by the Pledgee in its absolute sole discretion and by which the Pledgor shall be fully bound; and all costs incurred by the Pledgee for its enforcement of the Contractual Obligations of the Pledgor.
Guaranteed Liabilities means all direct, indirect and consequential losses and losses of foreseeable profits suffered by Pledgee due to any Breaching Event (as defined below) a Pledgor and/or a Target Company, and all fees incurred by Pledgee for the enforcement of the Contractual Obligations of a Pledgor and/or a Target Company.
Guaranteed Liabilities means: (a) each New Vehicle Borrower’s prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Floorplan Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from such New Vehicle Borrower to any one or more of the Floorplan Secured Parties, including principal, interest, premiums and fees (including, but not limited to, loan fees and reasonable fees, charges and disbursements of counsel (“Attorney Costs”)); and (b) each New Vehicle Borrower’s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by such New Vehicle Borrower under the Floorplan Credit Agreement, the Notes and all other Loan Documents. The Guarantor’s obligations to the Floorplan Secured Parties under this Guaranty Agreement are hereinafter collectively referred to as the “Guarantor’s Obligations”. The Guarantor agrees that it is directly and primarily liable for the Guaranteed Liabilities. The Guarantor’s Obligations are secured by various Security Instruments referred to in the Floorplan Credit Agreement, including without limitation, the Security Agreement.
Guaranteed Liabilities means (a) the prompt Payment In Full, when due or declared due and at all such times, of all Secured Obligations and all other amounts pursuant to the terms of this Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Borrower or any other Loan Party to any one or more of the Secured Parties, including principal, interest, premiums and fees (including all reasonable and documented fees and expenses of counsel), (b) the prompt and full performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the Borrower and each other Loan Party under this Agreement, the Notes and all other Loan Documents to which it is a party and (c) the prompt Payment In Full by the Borrower and each other Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising with respect to any Secured Bank Product or Secured Hedge. Notwithstanding the foregoing, the “Guaranteed Liabilities”, with respect to any Loan Party providing a Guaranty, shall not include the Excluded Swap Obligations.
Guaranteed Liabilities shall have the meaning ascribed thereto in the Corporate Guarantee;
Guaranteed Liabilities means all and any sums that may now be, or might at any time in the future become, due, owing, incurred or payable, whether actually or contingently, by the Borrower to the Finance Parties under or pursuant to the Facility Agreement or any other Finance Document to which the Borrower is a party including, without limitation, on account of principal, interest, fees, expenses, indemnity payments, losses or damages and irrespective of:
Guaranteed Liabilities means all present and future obligations, monies, loans, debts and liabilities of any nature (whether actual or contingent) from time to time due, owing or incurred (solely or jointly) and whether as principal or surety or in any other capacity by the Customer to or in favour of the Company under or in connection with any of the Documents.