Common use of Continuing Guaranty; Assignments under the Credit Agreement Clause in Contracts

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Obligations and all other amounts payable under this Guaranty, or (ii) the termination of the Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in the Credit Agreement. No Guarantor shall have any right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative Agent.

Appears in 6 contracts

Samples: Guaranty Agreement (CNL Healthcare Properties, Inc.), Guaranty Agreement (CNL Healthcare Properties, Inc.), Guaranty Agreement (CNL Healthcare Properties, Inc.)

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Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the all Guaranteed Obligations and all other amounts payable under this Guarantythe Loan Documents, or (ii) and the termination of all the Commitments, (b) be binding upon each Guarantor, Guarantor and its successors and assigns assigns, and (c) inure to the benefit of and be enforceable by the Lenders Administrative Agent, each Lender, and their respective successors, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns. Without limiting the generality of the foregoing clause (c) ), subject to Section 9.06 of the immediately preceding sentenceCredit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in each case as and all respects to the extent provided in provisions of the Credit Agreement. No Each Guarantor shall have acknowledges that upon any right to assign any of its rights Person becoming a Lender or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative Agent, in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Appears in 2 contracts

Samples: Pledge Agreement (Cano Petroleum, Inc), Guaranty Agreement (Cano Petroleum, Inc)

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Obligations and all other amounts payable under this Guaranty, or (ii) the termination of the Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in the Credit Agreement. No Guarantor shall not have any right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative Agent.

Appears in 2 contracts

Samples: Guaranty Agreement (CNL Healthcare Properties, Inc.), Guaranty Agreement (CNL Healthcare Properties, Inc.)

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest later of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, or Guaranty and (ii) the termination of the CommitmentsTermination Date, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in Section 8.07 of the Credit Agreement. No The Guarantor shall not have any the right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative AgentLenders.

Appears in 2 contracts

Samples: Credit Agreement (Stanley Black & Decker, Inc.), Subsidiary Guaranty (Black & Decker Corp)

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the such Obligations that are accrued and all payable, other amounts payable than obligations under this GuarantySecured Hedge Agreements and Cash Management Obligations, or (ii) the termination or expiration (or the cash collateralizing or backstopping on terms agreed to by the Issuing Bank) of all Letters of Credit and (iii) the termination of all Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders Secured Parties and their permitted successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any each Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent permitted under Section 10.04 of the Credit Agreement. Except as expressly provided in the Credit Agreement. No , no Guarantor shall have any the right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative AgentAgent and each Lender.

Appears in 2 contracts

Samples: Subsidiary Guaranty (Warner Music Group Corp.), Subsidiary Guaranty (Warner Music Group Corp.)

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, or Guaranty and (ii) the termination of the CommitmentsTermination Date, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders Lender and their its successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitmentscommitments, the Loans advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in the Credit Agreement. No Guarantor shall have any the right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative AgentLender.

Appears in 2 contracts

Samples: Verity Farms (Verity Corp.), Subsidiary Guaranty (Verity Corp.)

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the all Guaranteed Obligations and all other amounts payable under this Guaranty, or (ii) the Loan Documents and the termination of all the Commitments, (b) be binding upon each Guarantor, Guarantor and its successors and assigns assigns, and (c) inure to the benefit of and be enforceable by the Lenders Administrative Agent and their successorseach Lender, and, in the case of transfers and assignments made in accordance with the Credit Agreement, transferees and assigns. Without limiting the generality of the foregoing clause (c) ), subject to Section 9.06 of the immediately preceding sentenceCredit Agreement, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its CommitmentsCommitment, the Loans Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject, however, in each case as and all respects to the extent provided in provisions of the Credit Agreement. No Each Guarantor shall have acknowledges that upon any right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of Person becoming a Lender, the Administrative AgentAgent in accordance with the Credit Agreement, such Person shall be entitled to the benefits hereof.

Appears in 2 contracts

Samples: Subordinated Guaranty Agreement (Cano Petroleum, Inc), Subordinated Guaranty Agreement (Cano Petroleum, Inc)

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Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the such Obligations that are accrued and all payable, other amounts payable than obligations under this GuarantySecured Hedge Agreements and Cash Management Obligations, or (ii) the termination or expiration (or the cash collateralizing or backstopping on terms agreed to by the Administrative Agent and the Issuing Bank) of all Letters of Credit and (iii) the termination of all Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders Secured Parties and their permitted successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any each Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent permitted under Section 10.04 of the Credit Agreement. Except as expressly provided in the Credit Agreement. No , no Guarantor shall have any the right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative AgentAgent and each Lender.

Appears in 1 contract

Samples: Subsidiary Guaranty (Warner Music Group Corp.)

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, or (ii) the termination of the Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in the Credit Agreement. No Guarantor shall have any right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative Agent.

Appears in 1 contract

Samples: Guaranty Agreement (CNL Healthcare Properties, Inc.)

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible cash payment in full in cash of the Guarantied Obligations and all other amounts payable under this Guaranty, or (ii) the Final Maturity Date and (iii) the termination or expiration of the Commitmentsall Secured Hedge Agreements, (b) be binding upon each the Guarantor, its successors and assigns and (c) inure to the benefit of of, and be enforceable by by, the Lenders Administrative Agent, the Lender Parties and the Hedge Banks and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c) of the immediately preceding sentence), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitment or Commitments, the Loans Advances owing to it and the any Note or Notes held by it) to any other Person, Person and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in the Credit Agreement. No Guarantor shall have any right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative Agent.Section 8.07

Appears in 1 contract

Samples: Fitness Holdings Inc

Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Obligations and all other amounts payable under this Guaranty, or (ii) the termination of the Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in Section 14.10 of the Credit Agreement. No Guarantor shall have any right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative Agent.

Appears in 1 contract

Samples: Guaranty Agreement (Sunrise Senior Living Inc)

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