Common use of Continuing Guaranty Clause in Contracts

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 10 contracts

Samples: Merchant Card Processing Agreement, Merchant Card Processing Agreement, Merchant Card Processing Agreement

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Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this the Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this the Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this the Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s). This Guaranty may not be otherwise revoked, suspended, withdrawn or terminated without the express written consent of Bank.

Appears in 7 contracts

Samples: Merchant Card Processing Agreement, Merchant Card Processing Agreement, Merchant Card Processing Agreement

Continuing Guaranty. 22.1 23.1 As a primary inducement to Bank Provider to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed (including any electronic signature) on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank Provider under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and BankProvider, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 23.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement agreement between Bank Provider and any Affiliated-merchantMerchant Affiliate, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank Provider by Merchant Affiliate pursuant to any agreement between Provider and any Merchant Card Processing AgreementAffiliate. The provisions of Section 22.3 23.3 apply to the guarantee by Merchant Xxxxxxxx and Guarantor(s) of the Merchant Affiliate’s 's obligations to Bank Provider under any agreement between Provider an any Merchant Card Processing AgreementAffiliate. 22.3 23.3 Guarantor(s) understands that BankProvider, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank Provider may proceed directly against Guarantor(s) without first exhausting Bank’s Provider's remedies against the Merchant, any other person or entity responsible to Bank Provider or any security held by BankProvider. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankProvider. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 5 contracts

Samples: Merchant Agreement, Merchant Agreement, Merchant Agreement

Continuing Guaranty. 22.1 23.1 As a primary inducement to Bank Provider to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed (including any electronic signature) on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank Provider under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and BankProvider, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 23.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement agreement between Bank Provider and any Affiliated-merchantMerchant Affiliate, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank Provider by Merchant Affiliate pursuant to any agreement between Provider and any Merchant Card Processing AgreementAffiliate. The provisions of Section 22.3 23.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s 's obligations to Bank Provider under any agreement between Provider an any Merchant Card Processing AgreementAffiliate. 22.3 23.3 Guarantor(s) understands that BankProvider, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank Provider may proceed directly against Guarantor(s) without first exhausting Bank’s Provider's remedies against the Merchant, any other person or entity responsible to Bank Provider or any security held by BankProvider. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankProvider. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 5 contracts

Samples: Merchant Agreement, Merchant Agreement, Merchant Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank TSYS to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank TSYS, or its Third-Party Sender, under this Merchant Agreement or and/or any other agreement currently in effect or and/or in the future entered into between Merchant or and/or its principals and BankTSYS, or its Third-Party Sender, as such agreements now exist or and/or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that BankTSYS, or its Third-Party Sender, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or and/or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank TSYS, or its Third-Party Sender, may proceed directly against Guarantor(s) without first exhausting Bank’s TSYS's remedies against the Merchant, any other person or entity responsible to Bank TSYS, or its Third-Party Sender and/or any security held by BankTSYS. This Guaranty is a continuing guaranty and will not be discharged or and/or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankTSYS, or its Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or and/or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 3 contracts

Samples: Ach Terms and Conditions, Ach Terms and Conditions, Ach Terms and Conditions

Continuing Guaranty. 22.1 As a primary inducement to Bank TransFirst to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank TransFirst under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and BankTransFirst, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that BankTransFirst, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank TransFirst may proceed directly against Guarantor(s) without first exhausting Bank’s TransFirst's remedies against the Merchant, any other person or entity responsible to Bank TransFirst or any security held by BankTransFirst. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankTransFirst. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 2 contracts

Samples: Ach Terms and Conditions, Ach Terms and Conditions

Continuing Guaranty. 22.1 a. As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually personally, jointly, and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 b. Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate (as that term is defined in this Agreement), regardless of whether such agreement currently exists or is executed, amended amended, or supplement at some future date. Merchant and Guarantor(s) unconditionally ), jointly and severally, unconditionally, personally, and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 Paragraph 25 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 c. Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank Bank, or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement reimbursement, or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s). Guarantor(s) understand that the inducement to Bank to enter into this Agreement is consideration for the guaranty, and that this guaranty remains in full force and effect even if the Guarantor(s) receive no additional benefit from the guaranty. This Special Services Addendum is made a part of the terms and conditions of the Merchant Card Processing Agreement (the “Agreement”) and the Application for processing services that Merchant signed (the “Application”). Under the Agreement, Merchant has agreed to comply with all terms and conditions of the Addendum. This Addendum describes additional requirements that Merchant is to follow for the special card processing services referred to herein. Requirements set forth herein are in addition to requirements set forth in the Agreement, the Operating Rules. All capitalized terms used in this Addendum and not otherwise defined herein shall have the meanings assigned to them in the Agreement or Application.

Appears in 2 contracts

Samples: Merchant Card Processing Agreement, Merchant Processing Agreement

Continuing Guaranty. 22.1 a. As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually personally, jointly, and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 b. Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate (as that term is defined in this Agreement), regardless of whether such agreement currently exists or is executed, amended amended, or supplement at some future date. Merchant and Guarantor(s) unconditionally ), jointly and severally, unconditionally, personally, and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 Paragraph 25 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 c. Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank Bank, or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement reimbursement, or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s). Guarantor(s) understand that the inducement to Bank to enter into this Agreement is consideration for the guaranty, and that this guaranty remains in full force and effect even if the Guarantor(s) receive no additional benefit from the guaranty. This Special Services Addendum is made a part of the terms and conditions of the Merchant Card Processing Agreement (the “Agreement”) and the Application for processing services that Merchant signed (the “Application”). Under the Agreement, Merchant has agreed to comply with all terms and conditions of the Addendum. This Addendum describes additional requirements that Merchant is to follow for the special card processing services referred to herein. Requirements set forth herein are in addition to requirements set forth in the Agreement, the Operating Rules. All capitalized terms used in this Addendum and not otherwise defined herein shall have the meanings assigned to them in the Agreement or Application.

Appears in 2 contracts

Samples: Merchant Card Processing Agreement, Merchant Processing Agreement

Continuing Guaranty. 22.1 As a primary key inducement to for Processor and Bank to enter into this Merchant Agreement, the Guarantor(s) agree to be bound by all the terms and provisions of this Agreement the same as Merchant. Guarantor understands that this Agreement may be renewed, extended, or modified from time to time (including with regard to fees and to approve Merchant’s payment obligations) without notice to Guarantor, even if the Merchant Application of Merchant, the modifications and/or extensions increase Guarantor(s)’ obligations hereunder. Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and also unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s its obligations under this GuarantyAgreement. Guarantor(s) further understands understand and agree that the Processor or Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies available against Merchant. Moreover, in the Merchantevent Guarantor(s) is or are natural person(s), any other person or entity responsible to Bank or any security held by Bank. This Guaranty this guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or shall survive the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by binding on Guarantor(s)’ heirs and estate, without any diminution of the rights of Processor or for Bank with respect to the benefit of any successor of Bankguaranty. To the fullest extent permissible under applicable permitted by law, Guarantor(s) waives any and waive all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s)) respecting the Bank or Processor’s enforcement of this guaranty. Without limiting any of the foregoing, each Guarantor agrees that his or her liability under this guaranty will not be limited or canceled because: (i) the Agreement cannot be enforced against the Merchant; (ii) either Processor or Bank makes or agrees to changes or modifications to the Agreement; (iii) Processor or Bank releases any other Guarantor or the Merchant from any obligation under the Agreement; (iv) a law regulation or order of any public authority affects the rights of either Processor or Bank under the Agreement; or (v) anything else happens that may affect the rights of either Processor or Bank against the Merchant or any other Guarantor. Each Guarantor further agrees that: (vi) Processor and Bank each may delay enforcing any of its rights under this guaranty without losing such rights; (vii) Processor and Bank each can demand payment from such Guarantor without first seeking payment from the Merchant or any other Guarantor; and (viii) such Guarantor will pay all court costs, attorney’s fees, and collection costs incurred by either Processor or Bank in connection with the enforcement of any terms of the Agreement or this guaranty, whether or not there is a lawsuit, and such additional fees and costs as may be directed by a court.

Appears in 2 contracts

Samples: Merchant Card Processing Agreement, Merchant Card Processing Terms and Conditions

Continuing Guaranty. 22.1 As a primary inducement to Bank TSYS to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank TSYS under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and BankTSYS, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that BankTSYS, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank TSYS may proceed directly against Guarantor(s) without first exhausting Bank’s TSYS's remedies against the Merchant, any other person or entity responsible to Bank TSYS or any security held by BankTSYS. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankTSYS. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 2 contracts

Samples: Ach Terms and Conditions, Ach Terms and Conditions

Continuing Guaranty. 22.1 23.1 As a primary inducement to Bank Processor to enter into this the Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this the Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Processor and Member Bank under this the Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Processor or Member Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 23.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Processor or Member Bank and any Affiliated-merchantMerchant Affiliate, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Processor or Member Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 23.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Processor or Member Bank under any Merchant Card Processing Agreement. 22.3 23.3 Guarantor(s) understands that BankProcessor, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank Processor may proceed directly against Guarantor(s) without first exhausting BankProcessor’s remedies against the Merchant, any other person or entity responsible to Bank Processor or any security held by BankProcessor. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankProcessor. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s). This Guaranty may not be otherwise revoked, suspended, withdrawn or terminated without the express written consent of Processor.

Appears in 2 contracts

Samples: Merchant Card Processing Agreement, Merchant Card Processing Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank TransFirst to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank TransFirst, or its Third-Party Sender, under this Merchant Agreement or and/or any other agreement currently in effect or and/or in the future entered into between Merchant or and/or its principals and BankTransFirst, or its Third-Party Sender, as such agreements now exist or and/or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that BankTransFirst, or its Third-Party Sender, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or and/or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank TransFirst, or its Third-Party Sender, may proceed directly against Guarantor(s) without first exhausting Bank’s TransFirst's remedies against the Merchant, any other person or entity responsible to Bank TransFirst, or its Third-Party Sender and/or any security held by BankTransFirst. This Guaranty is a continuing guaranty and will not be discharged or and/or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankTransFirst, or its Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or and/or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 2 contracts

Samples: Ach Terms and Conditions, Ach Terms and Conditions

Continuing Guaranty. 22.1 25.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 25.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate (as that term is defined in this Agreement), regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 25.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 25.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(sGuarantors) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s). This CARD NOT PRESENT ADDENDUM (the “Addendum”) is made a part of the terms and conditions of the Merchant Card Processing Agreement (the “Agreement”) and the Application for processing services signed by Merchant (the “Application”). Under Section 23 of the Agreement, Merchant has agreed to comply with all terms and conditions of the Addendum. As provided for in Section 3.3.L. of the Agreement, the following terms and conditions describe the procedures for CNP transactions. All capitalized terms used in this Addendum and not otherwise defined herein shall have the meanings assigned to them in the Agreement or Application.

Appears in 2 contracts

Samples: Clearing and Settlement Services Agreement (Transfirst Holdings Corp.), Clearing and Settlement Services Agreement (Transfirst Holdings Corp.)

Continuing Guaranty. 22.1 a. As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually personally, jointly, and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 b. Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate (as that term is defined in this Agreement), regardless of whether such agreement currently exists or is executed, amended amended, or supplement at some future date. Merchant and Guarantor(s) unconditionally ), jointly and severally, unconditionally, personally, and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 Paragraph 25 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 c. Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the modifythe amount or type of services provided servicesprovided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank Bank, or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement reimbursement, or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s). Guarantor(s) understand that the inducement to Bank to enter into this Agreement is consideration for the guaranty, and that this guaranty remains in full force and effect even if the Guarantor(s) receive no additional benefit from the guaranty. This Special Services Addendum is made a part of the terms and conditions of the Merchant Card Processing Agreement (the “Agreement”) and the Application for processing services that Merchant signed (the “Application”). Under the Agreement, Merchant has agreed to comply with all terms and conditions of the Addendum. This Addendum describes additional requirements that Merchant is to follow for the special card processing services referred to herein. Requirements set forth herein are in addition to requirements set forth in the Agreement, the Operating Rules. All capitalized terms used in this Addendum and not otherwise defined herein shall have the meanings assigned to them in the Agreement or Application.

Appears in 1 contract

Samples: Merchant Processing Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant AgreementThis Guaranty is an absolute, unconditional, complete and to approve the Merchant Application continuing guaranty of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each the Obligations, and all duties the obligations of the Guarantor hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and obligations owed performance in full of the Obligations. No notice of the Obligations to Bank by Merchant Affiliate pursuant which this Guaranty may apply, or of any renewal or extension thereof need be given to any Merchant Card Processing Agreementthe Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The provisions Guarantor hereby expressly waives (a) demand of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) payment, presentment, protest, notice of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bankdishonor, without notice to Guarantor(s), may from time to time renew nonpayment or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives 1 nonperformance on any and all rights forms of subrogation, reimbursement or indemnity derived from Merchant, the Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other rights notices and defenses available demands of any kind and description relating to Merchantthe Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of the Borrowers pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of either of the Borrowers or any other rights Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Bank is not intended and defenses available does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrowers to Guarantor(s)the Bank.

Appears in 1 contract

Samples: Credit Agreement (Pilgrim America Capital Corp)

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant AgreementThis Guaranty is an absolute, unconditional, complete and to approve the Merchant Application continuing guaranty of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each the Obligations, and all duties the obligations of the Guarantor hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and obligations owed performance in full of the Obligations. No notice of the Obligations to Bank by Merchant Affiliate pursuant which this Guaranty may apply, or of any renewal or extension thereof need be given to any Merchant Card Processing Agreementthe Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The provisions Guarantor hereby expressly waives (a) demand of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) payment, presentment, protest, notice of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bankdishonor, without notice to Guarantor(s), may from time to time renew nonpayment or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives nonperformance on any and all rights forms of subrogation, reimbursement or indemnity derived from Merchant, the Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other rights notices and defenses available demands of any kind and description relating to Merchantthe Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to its liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other rights Person (as defined below) for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Agent or the Lenders is not intended and defenses available does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to Guarantor(s)the Agent.

Appears in 1 contract

Samples: Guaranty (PSF Group Holdings Inc)

Continuing Guaranty. 22.1 As a primary inducement to Processor and Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Processor and Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Processor and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Processor and Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Processor and Bank may proceed directly against Guarantor(s) without first exhausting Processor's or Bank’s 's remedies against the Merchant, any other person or entity responsible to Processor and Bank or any security held by Processor or Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Processor or Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Merchant Agreement

Continuing Guaranty. 22.1 As a primary inducement This Guaranty shall continue in full force and effect with respect to each Guarantor and may not be revoked until all existing Obligations and all Obligations hereafter incurred or arising have been paid, performed and satisfied in full. Notwithstanding the foregoing, any Guarantor may by written notice to Bank, terminate its liability hereunder with respect to Obligations which are not Pre-Termination Obligations as hereinafter defined. Such notice shall be ineffective unless sent via certified mail to: Special Notices Section-Loan Accounting Dept-CoreStates Bank, N.A. - 1500 Xxxxxx Xxxxxx - XC 1-3-18-64 - Philxxxxxxxx, XX 00000 Xxe burden of establishing (i) that Bank to enter into this Merchant Agreement, has received any termination notice hereunder and to approve (ii) the Merchant Application of Merchant, day on which such notice was received shall be on Guarantor. In the Guarantor(s), individually and severally, who signed on event that Bank receives an effective termination notice from Guarantor in accordance with the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement paragraph, such termination shall not affect Guarantor's liability (a) for Obligations incurred or arising on or prior to the same extent and in the same manner as Merchanttenth day following receipt by Bank of such termination notice, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently earlier day, on which Bank determines in effect good faith that the appropriate Bank officers have actual knowledge of Bank's receipt of such notice (the "Termination Effective Date"), (b) for Obligations which are renewals, modifications, amendments, extensions, substitutions, replacements or rollovers of, or which consist of accrued interest on, Obligations incurred or arising on or prior to the Termination Effective Date, or (c) for Obligations incurred or arising pursuant to a commitment existing on the Termination Effective Date under which Bank was obligated to extend credit or make payments to Obligor or for Obligor's account, all Obligations referred to in the future entered into between Merchant or its principals this sentence being hereinafter collectively called "Pre-Termination Obligations". It is understood that for purposes of this Guaranty and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions regardless of any Merchant Card Processing Agreement conflicting agreement between Bank and any AffiliatedObligor, all payments on and other reductions of the Obligations subsequent to the Termination Effective Date (other than payments made by Guarantor in respect of the Guaranty itself) shall, unless Bank elects otherwise in writing, be applied first to Obligations other than Pre-merchantTermination Obligations, and then to Pre-Termination Obligations. It is further understood that the provisions of the preceding sentence shall be applicable regardless of whether such agreement currently exists the amount of any new Obligations incurred or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply arising subsequent to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing AgreementTermination Effective Date. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Guaranty (Red Bell Brewing Co)

Continuing Guaranty. 22.1 23.1 As a primary inducement to Bank Provider to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed (including any electronic signature) on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant Xxxxxxxx of each and all of Merchant’s 's duties and obligations to Bank Provider under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and BankProvider, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 23.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement agreement between Bank Provider and any Affiliated-merchantMerchant Affiliate, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank Provider by Merchant Affiliate pursuant to any agreement between Provider and any Merchant Card Processing AgreementAffiliate. The provisions of Section 22.3 23.3 apply to the guarantee by Merchant Xxxxxxxx and Guarantor(s) of the Merchant Affiliate’s 's obligations to Bank Provider under any agreement between Provider an any Merchant Card Processing AgreementAffiliate. 22.3 23.3 Guarantor(s) understands that BankProvider, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank Provider may proceed directly against Guarantor(s) without first exhausting Bank’s Provider's remedies against the Merchant, any other person or entity responsible to Bank Provider or any security held by BankProvider. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankProvider. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Merchant Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant AgreementThis Guaranty is an absolute, ------------------- unconditional and to approve the Merchant Application continuing guaranty of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each the Obligations, and all duties the obligations of the Guarantor hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and obligations owed performance in full of the Obligations. No notice of the Obligations to Bank by Merchant Affiliate pursuant which this Guaranty may apply, or of any renewal or extension thereof need be given to any Merchant Card Processing Agreementthe Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The provisions Guarantor hereby expressly waives (a) demand of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) payment, presentment, protest, notice of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bankdishonor, without notice to Guarantor(s), may from time to time renew nonpayment or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives nonperformance on any and all rights forms of subrogation, reimbursement or indemnity derived from Merchant, the Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other rights notices and defenses available demands of any kind and description relating to Merchantthe Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor=s liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other rights Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Agent is not intended and defenses available does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to Guarantor(s)the Agent and the Lenders.

Appears in 1 contract

Samples: Guaranty (Matrix Bancorp Inc)

Continuing Guaranty. 22.1 As a primary inducement to Bank Company to enter into this Merchant Agreement, and for Third-Party Sender to approve the Merchant Application of MerchantMerchant and begin processing payments, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank Company and Third-Party Sender under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and BankCompany or Third-Party Sender , as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that BankCompany or Third-Party Sender , without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services Services provided to Merchant Merchant, all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank Company or Third-Party Sender may proceed directly against Guarantor(s) without first exhausting BankCompany or Third-Party Sender’s remedies against the Merchant, any other person or entity responsible to Bank Company or Third-Party Sender or any security held by BankCompany or Third-Party Sender . This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankCompany or Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Ach Terms and Conditions

Continuing Guaranty. 22.1 As a primary inducement to Processor and Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Processor and Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Processor and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Processor and Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Processor and Bank may proceed directly against Guarantor(s) without first exhausting Processor’s or Bank’s remedies against the Merchant, any other person or entity responsible to Processor and Bank or any security held by Processor or Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Processor or Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Merchant Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank TransFirst to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank TransFirst under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and BankTra nsFirst, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that BankTransFirst, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank TransFirst may proceed directly against Guarantor(s) without first exhausting Bank’s TransFirst's remedies against the Merchant, any other person or entity responsible to Bank TransFirst or any security held by BankTransFirst. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankTransFirst. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses d efenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Ach Terms and Conditions

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Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant AgreementThis Guaranty is an absolute, unconditional and to approve the Merchant Application continuing guaranty of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each the Obligations, and the obligations of the Guarantor. hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations. No notice of the Obligations to which this Guaranty may apply, or of any renewal or extension thereof need be given to the Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The Guarantor hereby expressly waives (a) demand of payment, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all duties forms of the Obligations; (b) notice of acceptance of this Guaranty and obligations owed notice of any liability to Bank which it may apply; (c) all other notices and demands of any kind and description relating to the Obligations now or hereafter provided for by Merchant Affiliate pursuant any agreement, statute, law, rule or regulation; and (d) any and all defenses of the Borrower pertaining to any Merchant Card Processing Agreementthe Obligations except for the defense of discharge by payment. The provisions of Section 22.3 apply Guarantor shall not be exonerated with respect to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations liabilities under this GuarantyGuaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the MerchantObligations, whether or not the liability of the Borrower or any other person Person for such deficiency is discharged pursuant to statute, judicial decision or entity responsible to Bank or any security held by Bankotherwise. This The acceptance of this Guaranty is a continuing guaranty and will not be discharged or affected by the Lender is not intended and does not release any liability previously existing of any guarantor or discharge surety of Merchant or the death any indebtedness of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of Borrower to the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s)Lender.

Appears in 1 contract

Samples: Guaranty (Electromed, Inc.)

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant Xxxxxxxx and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Merchant Card Processing Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not shall be discharged binding upon each Guarantor regardless of how long before or affected after the date hereof any Guaranteed Obligation was or is incurred. Credit may be granted or continued from time to time by the release or discharge of Merchant Lenders or the death Agent (or any of them) to the Borrower without notice to or authorization from any Guarantor regardless of the Guarantor(s)Borrower’s then-existing financial or other condition. This Notwithstanding the foregoing, however, any Guarantor may limit its obligations hereunder by delivery of written notice to such effect to the Lenders and the Agent. Such notice will limit such Guarantor’s obligations hereunder to (a) Guaranteed Obligations incurred by the Borrower, or arising out of acts or omissions of the Borrower occurring, on or prior to a date five (5) Business Days after such notice is received by each Lender and the Agent; (b) any extensions, renewals, or modifications of such Guaranteed Obligations; and (c) any additional fees and expenses incurred by the Lenders or the Agent (or any of them) (including, without limitation, attorney’s fees and costs) in seeking to enforce or collect such Guaranteed Obligations. Each Guarantor agrees that this Guaranty will bind shall continue to be effective or shall be reinstated as the case may be if at any time any payment to the Lenders or the Agent (or any of them) of any of the Guaranteed Obligations is rescinded or must be restored or returned by the Lenders or the Agent (or any of them) upon the insolvency, bankruptcy or reorganization of the Borrower, all heirsas though such payment had not been made. In the event this Guaranty is preceded or followed by any other agreement of suretyship or guaranty by any Guarantor or others, administratorsall shall be deemed to be cumulative, and representatives the obligations of the Guarantor(s) and may such Guarantor hereunder shall be enforced by in addition to those stated in any other suretyship or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s)guaranty agreement.

Appears in 1 contract

Samples: Continuing Guaranty (Elandia, Inc.)

Continuing Guaranty. 22.1 a. As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 b. Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate (as that term is defined in this Agreement), regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 25.c apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 c. Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Merchant Card Processing Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Merchant Agreement between Bank and any Affiliated-merchantAffiliated- merchant (as that term is defined in the Operating Guide), regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Merchant Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant Xxxxxxxx and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Merchant Card Processing Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant AgreementThis Guaranty is an absolute, unconditional and to approve the Merchant Application continuing guaranty of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each the Obligations, and all duties the obligations of the Guarantors. hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and obligations owed performance in full of the Obligations. No notice of the Obligations to Bank by Merchant Affiliate pursuant to which this Guaranty may apply, or of any Merchant Card Processing Agreement. The provisions of Section 22.3 apply renewal or extension thereof need be given to the guarantee by Merchant Guarantors and Guarantor(s) none of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(sforegoing acts shall release the Guarantors from liability hereunder. Each Guarantor hereby expressly waives (a) understands that Bankdemand of payment, without presentment, protest, notice to Guarantor(s)of dishonor, may from time to time renew nonpayment or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives nonperformance on any and all rights forms of subrogation, reimbursement or indemnity derived from Merchant, the Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other rights notices and defenses available demands of any kind and description relating to Merchantthe Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantors shall not be exonerated with respect to the Guarantors' liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantors and that the covenants, agreements and all obligations of the Guarantors hereunder be absolute, unconditional and irrevocable. The Guarantors shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other rights Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise. The acceptance of this Guaranty by the Lender is not intended and defenses available does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to Guarantor(s)the Lender.

Appears in 1 contract

Samples: Guaranty (Easton Southpaw INC)

Continuing Guaranty. 22.1 As a primary inducement to Bank Company to enter into this Merchant Agreement, and for Third-Party Sender to approve the Merchant Application of MerchantMerchant and begin processing payments, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s 's duties and obligations to Bank Company and Third-Party Sender under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and BankCompany or Third-Party Sender , as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that BankCompany or Third -Party Sender , without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services Services provided to Merchant Merchant, all of which may increase the Guarantor’s 's obligations under this Guaranty. Guarantor(s) further understands that Bank Company or Third-Party Sender may proceed directly against Guarantor(s) without first exhausting BankCompany or Third-Party Sender’s remedies against the Merchant, any other person or entity responsible to Bank Company or Third-Party Sender or any security held by BankCompany or Third-Party Sender . This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankCompany or Third-Party Sender. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Ach Terms and Conditions

Continuing Guaranty. 22.1 25.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 25.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate (as that term is defined in this Agreement), regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 25.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 25.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s). This CARD NOT PRESENT ADDENDUM (the “Addendum”) is made a part of the terms and conditions of the Merchant Card Processing Agreement (the “Agreement”) and the Application for processing services signed by Merchant (the “Application”). Under Section 23 of the Agreement, Merchant has agreed to comply with all terms and conditions of the Addendum. As provided for in Section 3.3.L. of the Agreement, the following terms and conditions describe the procedures for CNP transactions. All capitalized terms used in this Addendum and not otherwise defined herein shall have the meanings assigned to them in the Agreement or Application.

Appears in 1 contract

Samples: Clearing and Settlement Services Agreement (TransFirst Inc.)

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Merchant Agreement between Bank and any Affiliated-merchantAffiliated- merchant (as that term is defined in the Operating Guide), regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Merchant Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Merchant Card Processing Agreement

Continuing Guaranty. 22.1 a. As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals Principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 b. Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate (as that term is defined in this Agreement), regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 25.c apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 c. Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank, all rights of the Guarantor(s), and each of them, under O.C.G.A. 10-7-24 being hereby expressly waived and relinquished. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).. CARD NOT PRESENT (CNP) ADDENDUM

Appears in 1 contract

Samples: Merchant Card Processing Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Merchant Card Processing Agreement

Continuing Guaranty. 22.1 As a primary inducement to Bank TransFirst to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank TransFirst under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and BankTransFirst, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that BankTransFirst, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank TransFirst may proceed directly against Guarantor(s) without first exhausting BankTransFirst’s remedies against the Merchant, any other person or entity responsible to Bank TransFirst or any security held by BankTransFirst. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of BankTransFirst. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s).

Appears in 1 contract

Samples: Ach Terms and Conditions

Continuing Guaranty. 22.1 As a primary inducement to Bank to enter into this Merchant AgreementThis Guaranty is an absolute, unconditional, complete and to approve the Merchant Application continuing guaranty of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchant, regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each the Obligations, and all duties the obligations of the Guarantor hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and obligations owed performance in full of the Obligations. No notice of the Obligations to Bank by Merchant Affiliate pursuant which this Guaranty may apply, or of any renewal or extension thereof need be given to any Merchant Card Processing Agreementthe Guarantor and none of the foregoing acts shall release the Guarantor from liability hereunder. The provisions Guarantor hereby expressly waives (a) demand of Section 22.3 apply to the guarantee by Merchant and Guarantor(s) payment, presentment, protest, notice of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 Guarantor(s) understands that Bankdishonor, without notice to Guarantor(s), may from time to time renew nonpayment or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives nonperformance on any and all rights forms of subrogation, reimbursement or indemnity derived from Merchant, the Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other rights notices and defenses available demands of any kind and description relating to Merchantthe Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of the Borrower pertaining to the Obligations except for the defense of discharge by payment. The Guarantor shall not be exonerated with respect to the Guarantor's liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of the Guarantor and that the covenants, agreements and all obligations of the Guarantor hereunder be absolute, unconditional and irrevocable. The Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of the Borrower or any other rights Person for such deficiency is discharged pursuant to statute, judicial decision or Person for such or otherwise. The acceptance of this Guaranty by the Bank is not intended and defenses available does not release any liability previously existing of any guarantor or surety of any indebtedness of the Borrower to Guarantor(s)the Bank.

Appears in 1 contract

Samples: Guaranty (Entegris Inc)

Continuing Guaranty. 22.1 25.1 As a primary inducement to Bank to enter into this Merchant Agreement, and to approve the Merchant Application of Merchant, the Guarantor(s), individually and severally, who signed on the Guarantor signature line(s) on the Merchant Application, agree to be bound by all terms and provisions of this Merchant Agreement to the same extent and in the same manner as Merchant, and unconditionally and irrevocably, personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s duties and obligations to Bank under this Merchant Agreement or any other agreement currently in effect or in the future entered into between Merchant or its principals and Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s). 22.2 25.2 Merchant and Guarantor(s) further agree to be bound by the terms and provisions of any Merchant Card Processing Agreement between Bank and any Affiliated-merchantMerchant Affiliate (as that term is defined in this Agreement), regardless of whether such agreement currently exists or is executed, amended or supplement at some future date. Merchant and Guarantor(s) unconditionally and irrevocably guarantee the full payment and performance of each and all duties and obligations owed to Bank by Merchant Affiliate pursuant to any Merchant Card Processing Agreement. The provisions of Section 22.3 25.3 apply to the guarantee by Merchant and Guarantor(sGuarantors) of the Merchant Affiliate’s obligations to Bank under any Merchant Card Processing Agreement. 22.3 25.3 Guarantor(s) understands that Bank, without notice to Guarantor(s), may from time to time renew or extend the Merchant Agreement, modify rates, limits, charges and fees, or modify the amount or type of services provided to Merchant all of which may increase the Guarantor’s obligations under this Guaranty. Guarantor(s) further understands that Bank may proceed directly against Guarantor(s) without first exhausting Bank’s remedies against the Merchant, any other person or entity responsible to Bank or any security held by Bank. This Guaranty is a continuing guaranty and will not be discharged or affected by the release or discharge of Merchant or the death of the Guarantor(s). This Guaranty will bind all heirs, administrators, and representatives of the Guarantor(s) and may be enforced by or for the benefit of any successor of Bank. To the fullest extent permissible under applicable law, Guarantor(s) waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant, all other rights and defenses available to Merchant, and all other rights and defenses available to Guarantor(s). This Merchant Card Processing Agreement is for merchant card payment processing services between the merchant (“Merchant”) that signed the Application (the “Application”) and JPMorgan Chase Bank (the “Merchant Bank”), TransFirst, LLC (the “Processor”), and the Agent Bank that signs the Application (the “Agent Bank”). The Processor, the Merchant Bank and the Agent Bank are collectively hereinafter referred to as the “Bank”. The appendices, addenda, schedules, and FEE SCHEDULE that accompany this Merchant Card Processing Agreement are part of the terms and conditions of this Agreement, as are the Application and the Operating Rules of Bank and the Card Associations, and are individually and collectively hereinafter referred to as the “Agreement.” According to the processing services selected by Merchant on the Application and, in accordance with the terms of this Agreement and applicable Operating Rules, Merchant agrees: • to participate in the Bank’s Card processing program by honoring Valid Cards in accordance with this Agreement; and • to submit sales drafts, credit vouchers and other electronic data to Bank for the Card Program services provided by Bank.

Appears in 1 contract

Samples: Clearing and Settlement Services Agreement (TransFirst Inc.)

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