Guarantor Acknowledgement. Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.
Guarantor Acknowledgement. Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guarantee, hereby confirms that, except for Holdings, it is a Subsidiary of a Borrower, and each Guarantor further confirms that it will materially benefit from the Loans made hereunder and the parties hereto intend that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guarantee. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other Person shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guarantee or affecting the rights and remedies of the holders hereunder; provided that nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.
Guarantor Acknowledgement. The Guarantor(s) jointly and severally acknowledge and agree:
Guarantor Acknowledgement. Each Guarantor, by signing this Agreement:
Guarantor Acknowledgement. Any Guarantor, by signing this Amendment:
Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
Guarantor Acknowledgement. Each Guarantor hereby: (i) consents to this Amendment and to the changes to the Loan Agreement to be effected by this Amendment; (ii) acknowledges that this Amendment does not in any way modify, limit, or release any of its obligations under the Loan Agreement; and (iii) acknowledges that its consent to any other modification to any Loan Document will not be required as a result of the consent set forth in this Section 4 having been obtained, except to the extent, if any, required by the specific terms of that Loan Document. The following parties have caused this Amendment No. 1 to Second Amended and Restated Loan and Security Agreement to be executed as of the date first written above.
Guarantor Acknowledgement. The Agent shall have received from each Guarantor of Payment a counterpart of the Acknowledgement of Guarantors of Payment, attached hereto as Annex I, in each case, executed and delivered by a duly authorized officer of such Guarantor of Payment.
Guarantor Acknowledgement. The Guarantor hereby acknowledges and confirms that the Guarantee is continuing and is in full force and effect, notwithstanding the amendments to the Credit Agreement effected hereby.
Guarantor Acknowledgement. Each of the undersigned hereby acknowledges and agrees to the terms of the Amendment No. 4 to Securities Purchase Agreement, dated December 17, 2012 (the “Amendment”), including, without limitation, Section 7 of the Amendment, amending that certain Securities Purchase Agreement, dated February 21, 2012, as amended (as amended, the “Securities Purchase Agreement”), among ZaZa Energy Corporation, a Delaware corporation, and the holders of Securities party thereto. Each of the undersigned hereby confirms that the Guaranty Agreement to which the undersigned are a party remains in full force and effect after giving effect to the Amendment and continues to be the valid and binding obligation of each of the undersigned, enforceable against each of the undersigned in accordance with its terms. Capitalized terms used herein but not defined are used as defined in the Securities Purchase Agreement. Dated as of December 17, 2012. ZAZA HOLDINGS, INC., a Delaware corporation By: __s/Xxxx X. Brooks______________ Name: Xxxx X. Xxxxxx Title: President ZAZA ENERGY, LLC, a Texas limited liability company By: __s/Xxxx X. Brooks______________ Name: Xxxx X. Xxxxxx Title: Manager TOREADOR RESOURCES CORPORATION, a Delaware corporation By: __s/Xxx X. Fay___________________ Name: Xxx X. Xxx Title: Vice President and Asst. Treasurer ZAZA ENERGY DEVELOPMENT, LLC, a Texas limited liability company By: __s/Xxxx X. Brooks______________ Name: Xxxx X. Xxxxxx Title: Manager ZAZA PETROLEUM MANAGEMENT, LLC, a Texas limited liability company By: __s/Xxxx X. Brooks______________ Name: Xxxx X. Xxxxxx Title: Manager Exhibit A
