Common use of Guarantee and Collateral Agreement Clause in Contracts

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules ____________ to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 3 contracts

Samples: Convertible Loan Agreement (Time Warner Inc/), Convertible Loan Agreement (Sony Corp), Convertible Loan Agreement (Time Warner Inc/)

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Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) expressly guarantees the Borrower ObligationsObligations as set forth in Section 2 thereof, (ii) assigns and transfers to grants the Security Agent and grants to Administrative Agent, for the Security Agent benefit of the Secured Parties, a security interest in the Collateral owned by it its property as collateral security for its Obligationsset forth in Section 3 thereof, and (iii) expressly assumes all other obligations and liabilities of a Grantor thereunderset forth therein. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules ____________ * to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Del Laboratories Inc), Guarantee and Collateral Agreement (Del Pharmaceuticals, Inc.)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.10 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunderthereunder (including the guaranty obligations in Section 2 of the Guaranty and Collateral Agreement) and further grants to the Administrative Agent on behalf of the Secured Parties a security interest in the Collateral, pursuant to Section 3 of the Guaranty and Collateral Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules ____________ to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (ABX Holdings, Inc.)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.10 of the Guarantee and Collateral Credit Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunderthereunder (including the guaranty obligations in Section 2 of the Guaranty and Collateral Agreement) and further grants to the Administrative Agent on behalf of the Secured Parties a security interest in the Collateral, pursuant to Section 3 of the Guaranty and Collateral Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules ____________ to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Air Transport Services Group, Inc.)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor and Guarantor thereunder with the same force and effect as if originally named therein as a Grantor and Guarantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunderand Guarantor thereunder and grants a security interest in all its right, title and interest in the Collateral owned by it to secure the Secured Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules ____________ to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants warrants, to the extent applicable, that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as of the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (HLTH Corp)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional GrantorObligor, as provided in Section 8.15 9.13 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor an Obligor thereunder with the same force and effect as if originally named therein as a Grantor an Obligor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of an Obligor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a Grantor security interest in all Collateral owned by such Additional Obligor to secure all of such Additional Obligor’s obligations and liabilities thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules ____________ 1 through 4 to the Guarantee and Collateral Agreement. The Additional Grantor Obligor hereby represents and warrants that each of the representations and warranties contained in Section 4 Article IV of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Parallel Petroleum Corp)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 10.12 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunder and expressly grants to the Collateral Agent, for the benefit of the Secured Parties (as defined in the Collateral Agreement), a security interest in all Collateral owned by such Additional Grantor to secure all of such Additional Grantor’s obligations and liabilities thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules ____________ 1 through 5 to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 Article V of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Collateral Agreement (Dune Energy Inc)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.10 of the Guarantee and Collateral Credit Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunderthereunder (including the guaranty obligations in Section 2 of the Guaranty and Collateral Agreement) and further grants to the Administrative Agent on behalf of the Secured Parties a security interest in the Collateral, pursuant to Section 3 of the Guaranty and Collateral Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules ____________ to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee Annex 1-1 and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Air Transport Services Group, Inc.)

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Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) expressly guarantees the Borrower ObligationsObligations as set forth in Section 2 thereof, (ii) assigns and transfers to grants the Security Agent and grants to Administrative Agent, for the Security Agent benefit of the Secured Parties, a security interest in the Collateral owned by it its property as collateral security for its Obligationsset forth in Section 3 thereof, and (iii) expressly assumes all other obligations and liabilities of a Grantor thereunderset forth therein. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules ____________ _* to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Del Laboratories Inc)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.10 of the Guarantee and Collateral Credit Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunderthereunder (including the guaranty obligations in Section 2 of the Guaranty and Collateral Agreement) and further grants to the Administrative Agent on behalf of the Secured Parties a security interest in the Collateral, pursuant to Section 3 of the Guaranty and Collateral Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules ____________ to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct LEGAL02/32605971v5 on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Air Transport Services Group, Inc.)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 10.13 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunder and expressly grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all Collateral owned by such Additional Grantor to secure all of such Additional Grantor’s obligations and liabilities thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules ____________ 1 through 6 to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 Article IV of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Note Purchase Agreement (Energy & Exploration Partners, Inc.)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.10 of the Guarantee and Collateral Credit Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunderthereunder (including the guaranty obligations in Section 2 of the Guaranty and Collateral Agreement) [and further grants to the Administrative Agent on behalf of the Secured Parties a security interest in the Collateral, pursuant to Section 3 of the Guaranty and Collateral Agreement][1]. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules ____________ to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 1 To be deleted if not applicable.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Air Transport Services Group, Inc.)

Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (i) guarantees the Borrower Obligations, (ii) assigns and transfers to the Security Agent and grants to the Security Agent a security interest in the Collateral owned by it as collateral security for its Obligations, and (iii) expressly assumes all obligations and liabilities of a Grantor thereunderthereunder and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in all Collateral, whether now owned or hereafter acquired. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules ____________ to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Appears in 1 contract

Samples: Assumption Agreement (Virgin Mobile USA, Inc.)

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