By Guarantor. In order to induce the Lenders to accept this Guaranty Agreement, Guarantor represents and warrants to the Lenders (which representations and warranties will survive the creation of the Liabilities and any extension of credit thereunder) that:
By Guarantor. Guarantor hereby acknowledges that it is unconditionally liable to Lender for the full payment of all Obligations, and that, as of the date hereof, Guarantor has no defenses, counterclaims or set-offs with respect to full and immediate payment of any or all Obligations.
By Guarantor. Guarantor hereby releases, waives and forever relinquishes all claims, demands, obligations, liabilities and causes of action of whatever kind or nature, whether known or unknown, which it has, may have, or might assert now or in the future against Lender and/or its participants, officers, directors, employees, agents, attorneys, accountants, consultants, successors and assigns, directly or indirectly, arising out of, based upon, or in any manner connected with (i) any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, prior to the execution of this Agreement with respect to the Obligations, the Financing Documents and/or the administration thereof or the obligations created thereby; (ii) any discussions, commitments, negotiations, conversations or communications with respect to the refinancing, restructuring or collection of any obligations prior to the execution of this Agreement; or (iii) any thing or matter related to any of the foregoing. The inclusion of this paragraph in this Agreement, and the execution of this Agreement by Lender, does not constitute an acknowledgement or admission by any Lender of liability for any matter, or a precedent upon which liability may be asserted.
By Guarantor. In order to induce Lender to make the loan evidenced by the Note, Guarantor represents and warrants to Lender (which representations and warranties will survive the creation of the Indebtedness and any extension of credit thereunder) that:
By Guarantor. 8 Section 3.2 No Representation by Lenders...............................8
By Guarantor. In order to induce Beneficiary to accept this ------------ Guaranty, Guarantor represents and warrants to Beneficiary (which representations and warranties will survive the creation of the Liabilities and any extension of credit under the Note) that:
By Guarantor. The Guarantor represents and warrants to the Lenders (which representations and warranties will survive the creation of the Liabilities and any extension of credit thereunder) that:
By Guarantor. Guarantor hereby solidarily (with Buyer, waiving the benefit of division and discussion) unconditionally and irrevocably guarantees to Shareholders, Holdco and the Company the timely performance and payment of all obligations of Buyer or any Assignee of Buyer under this Agreement and the Ancillary Agreements, arising before or after the commencement of any Proceedings (collectively, the “Buyer Obligations”). The guaranty under this Section 11.5(a) may be enforced by Shareholders, Holdco or the Company without the necessity at any time of resorting to or exhausting any other remedy or without the necessity at any time of having recourse to this Agreement. The Guarantor hereby waives the right to require Shareholders, Holdco or the Company to proceed against Buyer, any Assignee of Buyer or any other Person or to require Shareholders, Holdco or the Company to pursue any other remedy or enforce any other right. Guarantor agrees that nothing contained herein shall prevent Shareholders, Holdco or the Company from exercising any and all rights or remedies under this Agreement, the Ancillary Agreements or any other document or instrument executed in connection herewith or therewith if neither Buyer nor any Assignee of Buyer nor Guarantor timely performs the Buyer Obligations, and the exercise of any of the aforesaid rights and the completion of any proceedings related thereto shall not constitute a discharge of any of Guarantor’s obligations hereunder, it being the express purpose and intent of Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. The guaranty under this Section 11.5(a) shall continue to be effective, or be reinstated, as the case may be, if at any time payment or performance, or any part thereof, of any of the Buyer Obligations is rescinded or must otherwise be restored or returned by Shareholders, Holdco or the Company upon insolvency, bankruptcy, dissolution, liquidation or reorganization of Buyer or Guarantor, or upon or as a result of the appointment of any receiver, intervenor or conservator of, or trustee or similar officer for Buyer, any Assignee of Buyer or Guarantor or any part of any of their respective properties; or otherwise, as if such payments or performances had not been made. If at any time hereafter Shareholders, Holdco or the Company employ counsel to pursue collection, to intervene, to xxx for enforcement of the terms hereof, or to file a petition, complaint,...
By Guarantor. 8 Section 3.2 NO REPRESENTATION BY LENDERS............................9 Section 3.3 INCORPORATION OF CREDIT AGREEMENT REPRESENTATIONS, WARRANTIES AND COVENANTS................................9
By Guarantor. 6 Section 3.2
