Acknowledgement of Joint and Several Liability. (a) Each Borrower (other than the Controlled Non-Profits) acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Documents. Subject to Section 10.10(e), each Borrower expressly understands, agrees and acknowledges that (i) Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a lien upon, all of the Borrowers’ assets even though the proceeds of any particular Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Documents shall be applicable to and shall be binding upon each Borrower, and (vii) the Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers.
Acknowledgement of Joint and Several Liability. Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) it is affiliated by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that Lender extend such a common credit facility on the terms herein provided, (iv) Lender will be lending against, and relying on a lien upon, all of the Borrowers' assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by Lender and the availability of a single credit facility of a size greater than each could independently warrant, and (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents shall be applicable to and shall be binding upon each Borrower.
Acknowledgement of Joint and Several Liability. (a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender under this Agreement, for the mutual benefit, directly and indirectly, of Borrower and in consideration of the undertakings of each other Borrower to accept joint and several liability for the Obligations.
Acknowledgement of Joint and Several Liability. Each of the Canadian Borrowers acknowledges that it is jointly and severally liable for all of the Canadian Obligations under the Loan Documents. Each of the Canadian Borrowers expressly understands, agrees and acknowledges that (a) Canadian Borrowers are all Affiliated entities by common ownership, (b) each of the Canadian Borrowers desires to have the availability of one common credit facility instead of separate credit facilities, (c) each of the Canadian Borrowers has requested that Canadian Revolving Lenders extend such a common credit facility on the terms herein provided, (d) Canadian Revolving Lenders will be lending against, and relying on a lien upon, all of Canadian Borrowers' assets that are pledged as Collateral hereunder, even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Canadian Borrower, (e) each of the Canadian Borrowers will nonetheless benefit by the making of all such loans by Canadian Revolving Lenders and the availability of a single credit facility of a size greater than each could independently warrant, and (f) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents shall be applicable to and shall be binding upon each of the Canadian Borrowers.
Acknowledgement of Joint and Several Liability. Each Loan Party acknowledges that all Loan Parties are jointly and severally liable for all of the Obligations. Each Loan Party expressly (i) understands, agrees and acknowledges that Loan Parties are all affiliated entities by common ownership, (ii) understands, agrees and acknowledges that Purchaser will be lending against, and relying on a Lien upon, all of the Loan Parties’ assets even though the proceeds from the sale of the Notes may not be advanced directly to a particular Loan Party, (iii) understands, agrees and acknowledges that each Loan Party will nonetheless benefit by the Transactions, and (iv) understands, agrees and acknowledges that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Purchase Documents shall be applicable to and binding upon each Loan Party.
Acknowledgement of Joint and Several Liability. Each Sears Party hereby acknowledges, in accordance with Exhibit 28, (a) that it is a member of the Company’s Controlled Group and (b) its joint and several contingent liability for the PBGC UBL Claims.
Acknowledgement of Joint and Several Liability. Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) it is an Affiliated entity by common ownership of each other Borrower, (ii) it desires to have the availability of one common credit facility instead of separate credit facilities, (iii) it has requested that Agent and Lenders extend such a common credit facility on the terms herein provided, (iv) Agent and Lenders will be lending against, and relying on a lien upon, all of Borrowers’ assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular Borrower, (v) it will nonetheless benefit by the making of all such loans by Agent and Lenders and the availability of a single credit facility of a size greater than each could independently warrant, and (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents shall be applicable to and shall be binding upon Borrower. Each Borrower, in the event it shall be held or deemed to be a guarantor of the Obligations of any other Borrower hereby expressly waives any rights and defenses that are or may become available to such Borrower by reason of Sections 2787 to 2855, inclusive, and Sections 2899 and 3433 of the California Civil Code. As provided by Section 15.1, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Agreement or the Obligations.
Acknowledgement of Joint and Several Liability. (a) Each Obligor acknowledges that it is jointly and severally liable for all of the obligations with respect to the Securities and this Indenture.
Acknowledgement of Joint and Several Liability. The Corporation hereby acknowledges that it shall be jointly and severally liable for all obligations of the Existing Guarantors under the Original Guarantee.
Acknowledgement of Joint and Several Liability. (a) Each of the Borrowers acknowledges and agrees that (i) it is a co-borrower hereunder and shall be jointly and severally, with the other Borrowers, directly and primarily liable for the Obligations regardless of which Borrower actually receives Loans or other extensions of credit hereunder or the amount of such Loans or other extensions of credit received or the manner in which the Administrative Agent and/or any Lender or Issuing Bank accounts for such Loans or other extensions of credit on its books and records, (ii) each of the Borrowers shall have the obligations of co-maker and shall be primary obligors with respect to all Loans, the Letters of Credit and the other Obligations, it being agreed that such extensions of credit to each Borrower inure to the benefit of all Borrowers, and (iii) the Administrative Agent and each of the Lenders and Issuing Bank is relying on such joint and several liability of the Borrowers as co-makers in extending the Loans and issuing the Letters of Credit hereunder. Each Borrower’s obligations with respect to Loans made to it or with respect to any Letters of Credit issued for its account, and each Borrower’s obligations arising as a result of the joint and several liability of the Borrowers hereunder, with respect to Loans made to the other Borrower hereunder or with respect to any Letters of Credit issued for the account of any other Borrower hereunder, shall be separate and distinct obligations, but all such Obligations shall be primary obligations of each Borrower. Each Borrower hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation payable by it to the Lender, it will forthwith pay the same, without notice of demand.
