Collateral; Guaranty Sample Clauses

Collateral; Guaranty. The Obligations shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Lenders on the Collateral, pursuant to the terms of the Security Documents. The Obligations shall be guaranteed by Guarantor pursuant to the Guaranty and the Indemnity and Guaranty.
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Collateral; Guaranty. 12. Debt Service and Operating Deficit Guaranty
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Collateral; Guaranty. 4 Section 4.1 Collateral.....................................4 Section 4.2 Guaranty.......................................4 Section 4.3 Further Assurances.............................4 SECTION 5. DEFINITIONS; INTERPRETATION....................................4 Section 5.1 Definitions....................................4 Section 5.2 Interpretation.................................8
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Collateral; Guaranty. Moog Inc. hereby covenants and agrees to cooperate with the Agent in any manner reasonably necessary in order to promptly continue, or in the case of after-acquired property, create a first lien in favor of the Agent, on behalf of the Lenders, in all real and personal property assets acquired by Moog Inc. as a result of the Electro-Tec Acquisition as defined in Modification No. 5 and the merger of Electro-Tec into Moog Inc., including without limitation, executing and delivering to Agent, not later 45 days after the date the Electro-Tec Acquisition is closed, a satisfactory mortgage and title insurance on the real property owned by Electro-Tec at the time of the Electro-Tec Acquisition. Moog Inc. hereby also covenants and agrees to cooperate with the Agent in any manner reasonably necessary in order to deliver to the Agent any guaranty or collateral documents that may be required under Section 8.18 of the Agreement no later than 45 days after the date that the FCS Acquisition has been consummated, unless prior thereto FCS COM Inc. has merged into Moog Inc.
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Collateral; Guaranty. Payment of the Note and all other amounts now or hereafter owing by the Borrower to the Bank (i) shall be secured by a security interest in property generally described as all of the Borrower's and Telecommunications Subsidiaries' inventory, accounts, equipment and general intangibles (including customer lists), as more fully described in the Security Agreements, (ii) shall be further secured by the Life Insurance Assignment, (iii) shall be guaranteed by the Guarantor pursuant to the Guaranty, which Guaranty shall be secured by a security interest in a portion of the issued and outstanding capital stock of the Borrower, as set forth in the Guarantor's Pledge Agreement, (iv) shall be further guaranteed by the Telecommunications Subsidiaries pursuant to the Subsidiaries Guaranties, (v) shall be further secured by the Assignment of Deposit Accounts, and (vi) may also now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements. Each of the liens and security interests described above shall be prior to all other liens and security interests of any kind whatsoever, subject only to such exceptions as the Bank may expressly approve in writing. The Bank hereby agrees that upon receipt of Compliance Certificates and financial statements of the Borrower which indicate that the Borrower has maintained its Senior Leverage Ratio at less than 1.5 to 1 for two consecutive fiscal quarters after the Conversion Date, as verified by the Bank and provided that no Default or Event of Default shall have occurred and be continuing, the Bank will release the Guarantor from his obligations under the Guaranty and the Pledge Agreement and the Guaranty and the Pledge Agreement shall forthwith be terminated and all collateral thereunder returned to the Guarantor.
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Collateral; Guaranty. The Borrower shall, and shall cause each Material Domestic Subsidiary, including any Subsidiary that becomes a Material Domestic Subsidiary hereafter to, execute Collateral Documents in form and substance satisfactory to Administrative Agent, to provide a valid, perfected, first priority security interest in all present and future Collateral securing all Secured Obligations, pari passu. The Borrower and each Material Domestic Subsidiary shall execute such further and additional security agreements, financing statements, and amendments thereto as may be necessary to perfect or continue the perfection and validity of any Collateral Document, including any that may be necessary as a result of the effectiveness, in any jurisdiction, of revised article 9 of the Uniform Commercial Code. If requested by Administrative Agent at any time, the Borrower shall, and shall cause each Material Domestic Subsidiary, to deliver to Administrative Agent, all certificated securities and other property as may be necessary for the attachment or perfection of any security interest. The Borrower shall cause each Material Domestic Subsidiary, including any Subsidiary that becomes a Material Domestic Subsidiary hereafter, to execute the Guaranty. Each such Subsidiary shall be permitted to execute a subordinated guaranty of the Subordinated Debentures at or after the time at which the Guaranty is executed, provided such guaranty shall be subordinate in all respect to the Guaranty.
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Collateral; Guaranty. (a) In consideration for this Agreement, Borrower hereby grants to Lender a security interest in, and assigns and pledges to Lender, the collateral ("Collateral") described in Exhibit C, and incorporated by reference herein, to secure the payment, performance and observance of all indebtedness, obligations and liabilities of Borrower to Lender under this Agreement and the Note.
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Collateral; Guaranty. The borrowings and advances made pursuant hereto shall be collateralized and supported by a first priority security interest in all accounts receivable of Company now existing and which may hereafter arise, and in and to all proceeds of the foregoing. Such security interest shall be evidenced by a Security Agreement in form and substance satisfactory in all respects to Bank, and Company agrees to execute and deliver to Bank such financing statements or other instruments as may be requested by Bank at any time and from time to time in order for Bank to perfect its security interest in the aforementioned property of Company. All borrowings and advances made pursuant hereto shall be further supported by the unlimited and unconditional Corporate Guaranty (in form and substance satisfactory to Bank) of Systematic Business Services, Inc. ("SBSI") and ExamOne World Wide, Inc. ("ExamOne"). The guaranties of SBSI and ExamOne shall be collateralized and supported by a first priority security interest in all accounts receivable of SBSI and ExamOne, respectively, now existing and which may hereafter arise, and in and to all proceeds of the foregoing. Such security interest shall be evidenced by Security Agreements in form and substance satisfactory in all respects to Bank, and SBSI and ExamOne agree to execute and deliver to Bank such financing statements or other instruments as may be requested by Bank at any time and from time to time in order for Bank to perfect its security interest in the aforementioned property of SBSI and ExamOne, respectively.
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Collateral; Guaranty 
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Related to Collateral; Guaranty

  • Guaranty Agreement FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the agreement of Xxxxxxxx Development Company, LLC, (the "Developer") to permit deferral of the $246,884 due from Desloge Associates I, L.P. a Missouri limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guaranty the full and prompt payment when due, whether by acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by the Development Services Agreement dated October 1, 1998 incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Developer in endeavoring to collect the Liabilities, or any part thereof, and in enforcing the Liabilities or this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represent and warrant that the extension of credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the undersigned, and acknowledge that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. The Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew for any period (whether or not longer than the original period) or alter any of the Liabilities, (d) release or compromise any Liability of the undersigned hereunder or any Liability of any other party or parties primarily or secondarily liable on any of the Liabilities, (e) release, compromise or subordinate its title or security interest, or any part thereof, if any, in all or any property now or hereafter securing any of the Liabilities or any obligation hereunder, and permit any substitution or exchange for any such property, and (f) resort to the undersigned for payment of any of the Liabilities, whether or not the Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other party primarily or secondarily liable on any of the Liabilities. The undersigned hereby expressly waive: (a) notice of the existence or creation of all or any of the Liabilities, (b) notice of any amendment or modification of any of the instruments or documents evidencing or securing the Liabilities, (c) presentment, demand, notice of dishonor and protest, (d) all diligence in collection or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for any of the foregoing, and (e) the right to require the Developer to proceed against Debtor on any of the Liabilities. In the event any payment of Debtor to the Developer is held to constitute a preference under the bankruptcy laws, or if for any other reason the Developer is required to refund such payment or pay the amount thereof to any other party, such payment by Debtor to the Developer shall not constitute a release of Guarantor from any Liability hereunder, but Guarantor agrees to pay such amount to the Developer upon demand and this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. No delay or failure on the part of the Developer in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Developer of any right or remedy shall preclude other or future exercise thereof or the exercise of any other right or remedy. No action of the Developer permitted hereunder shall in any way impair or affect this Guaranty Agreement. For the purpose of this Guaranty Agreement, the Liabilities of Debtor to the Developer are guaranteed notwithstanding any right or power of Debtor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall impair or affect the obligations of the undersigned hereunder. Payment by the Guarantor under this Guaranty Agreement shall be recorded as a cost overrun and not repayable. It shall be a payment from the Guarantor to Debtor and, subsequently, as a payment of the Development Fee from Debtor to Developer. This Guaranty Agreement shall be binding upon the undersigned, and upon the legal representatives, heirs, successors and assigns of the undersigned. This Guaranty Agreement has been made and delivered in the state of Missouri and shall be construed and governed under Missouri law. Whenever possible, each provision of the Guaranty Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty Agreement. No person not a Party to this Agreement is an intended beneficiary of this Agreement, and no person not a Party to this Agreement shall have any right to enforce any term of this Agreement. Whenever the singular or plural number, masculine or feminine or neuter is used herein, it shall equally include the other where applicable. In the event this Guaranty Agreement is executed by more than one guarantor, this Guaranty Agreement and the obligations hereunder are the joint and several obligation of the undersigned. Guarantor consents to the jurisdiction of the courts in the State of Missouri and/or to the jurisdiction and venue of any United States District Court in the State of Missouri having jurisdiction over any action or judicial proceeding brought to enforce, construe or interpret this Guaranty. Guarantor agrees to stipulate in any such proceeding that this Guaranty is to be considered for all purposes to have been executed and delivered within the geographical boundaries of the State of Missouri, even if it was, in fact, executed and delivered elsewhere.

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • Collateral Documents and Guaranty (a) The Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion,

  • Guaranty and Collateral Agreement A counterpart of the Guaranty and Collateral Agreement executed by each Loan Party, together with all instruments, transfer powers and other items required to be delivered in connection therewith.

  • Guaranty Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

  • Agents under Collateral Documents and Guaranty Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents; provided that neither Administrative Agent nor Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreement. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. Collateral Agent further declares that it holds all Australian Collateral acquired by the Collateral Agent after the date hereof on trust for the benefit of the Secured Parties from time to time (it being understood that the provisions of this Section 9 apply to Collateral Agent in its capacity as trustee of such trust).

  • Subsidiary Guaranty (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the Guaranty Agreement dated as of the Closing Date, which shall be substantially in the form of Exhibit 2.2 attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the “Subsidiary Guaranty”).

  • Guaranty and Security Agreement The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

  • Unconditional Guaranty Each Guarantor hereby irrevocably, unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall become due and payable (whether at stated maturity or by optional or mandatory prepayment or by declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment and not of collectability, and is in no way conditional or contingent upon any attempt to collect from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United States, at the place for payment specified in the Loan Documents or specified by such Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree, promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding or otherwise) following any default in payment of any of the Guaranteed Obligations or the obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of counsel to the Administrative Agent, such Lenders and the other Secured Parties.

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