Continuing Agreements. All covenants, agreements, representations and warranties made by the Guarantor in this Agreement and in any certificate delivered pursuant hereto shall survive the making by the Lenders of the Loans and the execution and delivery of the Note, shall be binding upon the Guarantor regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon the Administrative Agent's request, and as a condition of the release of any one or more of the Security Documents, the Guarantor and other Persons obligated with respect to the Obligations shall provide the Administrative Agent with such acknowledgments and agreements as the Administrative Agent may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against the Lenders, their respective agents and others, or to the extent there are, the same are waived and released.
Appears in 2 contracts
Samples: Master Guaranty of Payment Agreement (Sunrise Assisted Living Inc), Master Guaranty of Payment Agreement (Sunrise Assisted Living Inc)
Continuing Agreements. All covenants, agreements, representations and warranties made by the Guarantor in this Agreement and in any certificate delivered pursuant hereto shall survive the making by the Lenders Lender of the Loans Loan and the execution and delivery of the Note, shall be binding upon the Guarantor regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon the Administrative AgentLender's request, and as a condition of the release of any one or more of the Security Documents, the Guarantor Guarantors and other Persons obligated with respect to the Obligations shall provide the Administrative Agent Lender with such acknowledgments and agreements as the Administrative Agent Lender may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against the LendersLender, their respective agents and others, or to the extent there are, the same are waived and released.
Appears in 1 contract
Samples: Guaranty of Payment Agreement (Sunrise Assisted Living Inc)
Continuing Agreements. All covenants, agreements, representations and warranties made by the Guarantor in this Agreement and in any certificate delivered pursuant hereto shall survive the making by the Lenders of the Loans and the execution and delivery of the NoteNotes, shall be binding upon the Guarantor regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon the Administrative Agent's request, and as a condition of the release of any one or more of the Security Documents, the Guarantor and other Persons obligated with respect to the Obligations shall provide the Administrative Agent with such acknowledgments and agreements as the Administrative Agent may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against the Lenders, their respective agents and others, or to the extent there are, the same are waived and released.
Appears in 1 contract
Samples: Master Guaranty of Payment Agreement (Sunrise Assisted Living Inc)
Continuing Agreements. All covenants, agreements, representations and warranties made by the Guarantor in this Agreement and in any certificate delivered pursuant hereto shall survive the making by the Lenders Lender of the Loans Loan and the execution and delivery of the Note, shall be binding upon the Guarantor regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon the Administrative AgentLender's request, and as a condition of the release of any one or more of the Security Documents, the Guarantor and other Persons obligated with respect to the Obligations shall provide the Administrative Agent Lender with such acknowledgments and agreements as the Administrative Agent Lender may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against the LendersLender, their respective agents and others, or to the extent there are, the same are waived and released.
Appears in 1 contract
Samples: Guaranty of Payment Agreement (Sunrise Assisted Living Inc)
Continuing Agreements. All covenants, agreements, representations and warranties made by the Guarantor in this Agreement and in any certificate delivered pursuant hereto shall survive the making by the Lenders of the Loans and the execution and delivery of the Note, shall be binding upon the Guarantor regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon the Administrative Agent's request, and as a condition of the release of any one or more of the Security Documents, the Guarantor and other Persons obligated with respect to the Obligations shall provide the Administrative Agent with such acknowledgments and agreements as the Administrative Agent may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against the Lenders, their respective agents and others, or to the extent there are, the same are waived and released.
Appears in 1 contract
Samples: Master Guaranty of Payment Agreement (Sunrise Assisted Living Inc)