Common use of Continuing Guaranty; Transfer of Notes Clause in Contracts

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the Release Date, (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Spartech Corp)

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Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon, and shall (i) remain in full force and effect as to each Guarantor until the Release Datetermination of the Loans and when no Note remains outstanding and all Guaranteed Obligations have been indefeasibly paid in full, (ii) be binding upon each Guarantorthe Guarantors, its permitted their successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each any of the Guarantied Parties may assign or otherwise transfer any Note Notes held by it or the Guarantied Obligations owed Obligation owing to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Guaranteed Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 10.7 of the Credit Loan Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Appears in 1 contract

Samples: Guaranty (Felcor Lodging Trust Inc)

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the Release Date, (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 10.07 of the Credit Agreement in respect of assignments. No Except as the result of the consummation of a transaction permitted under Section 7.04(a) of the Credit Agreement, no Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Appears in 1 contract

Samples: Guaranty (Nci Building Systems Inc)

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the Release Date, (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 10.07 of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Meritage Homes CORP)

Continuing Guaranty; Transfer of Notes. This Guaranty is a -------------------------------------- continuing guaranty and shall (i) remain in full force and effect until termination of the Release Dateobligations of the Financing Lenders to make the Loans, and payment in full thereafter of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) be binding upon each Guarantor, Guarantors and its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Guaranteed Parties and their respective successors, permitted transferees, transferees and permitted assigns. Without limiting the generality of the foregoing clause (iii), each any of the Guarantied ------------ Guaranteed Parties may assign or otherwise transfer any Note note held by it or the Guarantied Obligations owed Obligation owing to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Guaranteed Party herein or otherwise with respect to such of the Notes notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 12.1 of the Credit Participation Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Appears in 1 contract

Samples: Lease Facility Guaranty (Mail Well I Corp)

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Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the Release Date, (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 10.07 of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Sonic Corp)

Continuing Guaranty; Transfer of Notes. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the date upon which all Obligations are paid in full and the Commitments are terminated (the β€œRelease Date”), (ii) be binding upon each the Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Parties may assign or otherwise transfer any Note held by it or the Guarantied Obligations owed to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Party herein or otherwise with respect to such of the Notes and the Guarantied Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 of the Credit Agreement in respect of assignments. No The Guarantor may not assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreement.

Appears in 1 contract

Samples: Guaranty (Chaparral Steel CO)

Continuing Guaranty; Transfer of Notes. This Subject to Section 11, this Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the Release Date, (ii) be binding upon each Guarantor, its permitted successors and assigns, and (iii) inure to the benefit of and be enforceable by the Guarantied Guaranteed Parties and their respective successors, permitted transferees, and permitted assigns. Without limiting the generality of the foregoing clause (iii), each of the Guarantied Guaranteed Parties may assign or otherwise transfer any Note held by it or the Guarantied Guaranteed Obligations owed owing to it to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Guarantied Guaranteed Party herein or otherwise with respect to such of the Notes and the Guarantied Guaranteed Obligations so transferred or assigned, subject, however, to compliance with the provisions of Section 10.06 11.6 of the Credit Agreement in respect of assignments. No Guarantor may assign any of its obligations under this Guaranty without first obtaining the written consent of the Lenders as set forth in the Credit Agreementall Lenders, and any purported assignment or transfer without such consent shall be void.

Appears in 1 contract

Samples: Credit Agreement (Club Corp International)

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