Common use of Guarantied Obligations Clause in Contracts

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Amendment by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each Noteholder, as and for such Guarantor's own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Whole Amount (if any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Amendment Note Purchase Agreement by the PurchasersPurchasers and the purchase of the Notes and/or exchange of certain promissory notes previously issued by certain of the Guarantors for the Notes, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each Noteholder, as and for such Guarantor's own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Whole Amount (if any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes.

Guarantied Obligations. Each The Guarantor, in consideration of the execution and delivery of the Amendment Note Purchase Agreement and the purchase of the Subordinated Notes by the Purchasers, subject to Section 6 hereto, hereby irrevocably, unconditionally, absolutely, jointly unconditionally and severally absolutely guarantees, on a continuing basis, to each Noteholder, as and for such the Guarantor's own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Whole Amount Prepayment Compensation (if any) on, the Subordinated Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Subordinated Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each the Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Subordinated Notes.

Guarantied Obligations. Each GuarantorThe Guarantors, in consideration of the execution and delivery of the Amendment Amended and Restated Note Purchase Agreement by the PurchasersNoteholders, hereby irrevocably, unconditionally, absolutelyhereby, jointly and severally guaranteesseverally, irrevocably, unconditionally and absolutely guarantee, on a continuing basis, to each Noteholder, as and for such Guarantor's its own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Make Whole Amount (if any) on, the Notes notes issued pursuant to the Amended and Restated Note Purchase Agreement (the "Notes") at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Amended and Restated Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor the Guarantors that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Amended and Restated Note Purchase Agreement and the Notes.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Amendment by the Purchasers, The Guarantor hereby irrevocably, unconditionally, absolutely, jointly unconditionally and severally guarantees, on a continuing basis, absolutely guarantees to each Noteholderholder of Notes, as and for such the Guarantor's own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Whole Amount (if any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders holders of the Notes under the Note Purchase Agreement and the NotesNotes (all such obligations so guarantied are herein collectively referred to as the "Guarantied Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each the Guarantor that the guaranty set forth herein (the "Unconditional Guaranty") shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery purchase of the Amendment Notes by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each Noteholder, as and for such Guarantor's ’s own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Whole Amount (if any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes.

Guarantied Obligations. Each GuarantorThe Guarantors party to this Agreement, in consideration of the execution and delivery of this Agreement and the Amendment purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesguarantee, on a continuing basis, to each Noteholder, holder of Notes as and for such Guarantor's ’s own debt, until final and indefeasible payment in cash has been made: (a) , the due and punctual payment by the Company of the principal of, and interest, and the MakeYield-Whole Maintenance Amount (if any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders holders of the Notes under the Note Purchase this Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor the Guarantors that the obligations guaranteed by the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) in this Paragraph 10A are referred to in this Paragraph 10 as the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement “Guarantied Obligations” and the Notesguaranty thereof set forth in this Paragraph 10A is referred to in this Agreement, together with any AI Guarantor Joinder Agreement, as the “AI Guaranty Agreement”.

Guarantied Obligations. Each Guarantor, in consideration of the execution and delivery of the Amendment by the Purchasers, Guarantors hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, guarantees to each Noteholder, as and for each such Guarantor's own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, of and interest, and the Make-Whole Amount (if any) on, interest on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders any Noteholder under the Note Purchase Agreement Agreement, the Notes and the Notesother Financing Documents (all such obligations so guarantied are herein collectively referred to as the "Guarantied Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor of the Guarantors that the guaranty set forth herein in this Section 1 shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Notes, the Note Purchase Agreement and the Notesother Financing Documents.

Guarantied Obligations. Each The Guarantor, in consideration of the execution and delivery of the Third Amendment by and other good and valuable consideration, the Purchasersreceipt and sufficiency of which are hereby acknowledged, hereby irrevocably, unconditionally, absolutely, jointly unconditionally and severally guarantees, on a continuing basis, absolutely guaranties to each Noteholderholder of Notes, as and for such the Guarantor's ’s own debt, until final and indefeasible payment has been made: (a) , the due and punctual payment by the Company of the principal of, and interest, interest and the Make-Whole Amount (Amount, if any) on, on the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness Indebtedness owing, by the Company to the Noteholders holders of the Notes under the Note Purchase this Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each the Guarantor that the guaranty set forth herein in this Section 12A (the “Unconditional Guaranty”) shall be a continuing guaranty of payment and not a guaranty of collection; and (b) . The obligations set forth in this Section 12A.1 are collectively referred to herein as the punctual and faithful performance, keeping, observance, and fulfillment by “Guarantied Obligations.” Nothing shall discharge or satisfy the Company of all duties, agreements, covenants and obligations liability of the Company contained in Guarantor hereunder except the Note Purchase Agreement full and final performance and payment of the NotesGuarantied Obligations.

Guarantied Obligations. Each GuarantorThe Parent hereby guaranties, in consideration of the execution and delivery of the Amendment by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly absolutely and severally guarantees, on a continuing basis, to each Noteholder, unconditionally as and for such Guarantor's its own debt, until final and indefeasible payment has been made: (a) , the due full and punctual prompt payment by the Company of the principal of, and interest, interest and the Make-Whole Amount (Amount, if any) on, the on all Notes at any time outstanding and the due full and punctual prompt payment of all other amounts moneys payable, and all other indebtedness owing, by the Company to the Noteholders under the this Note Purchase Agreement and (collectively, the Notes"Guarantied Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof of the Notes and thereofthis Note Purchase Agreement; it being the intent of each Guarantor the Parent that the guaranty set forth herein shall this Parent Guarantee be a continuing guaranty of payment and not a guaranty of collection; and (b) . The Parent hereby further unconditionally guaranties the punctual full, prompt and faithful performance, keeping, observance, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Notes and in this Note Purchase Agreement and the NotesAgreement.

Guarantied Obligations. Each GuarantorThe Parent, Business Trust I, Business Trust II, West Virginia Partners, Renovation Partners, Properties Development, Xxxxxxx, Xxxxxx and Carolina, in consideration of the execution and delivery of this Agreement and the Amendment other Financing Documents and the purchase of the Notes by the Purchasersyou, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, guarantee to each Noteholderholder of Notes, as and for each such Guarantor's own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Whole Amount (if any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders holders of the Notes under this Agreement, the Note Purchase Agreement Notes and the Notesother Financing Documents (all such obligations so guarantied are herein collectively referred to as the "GUARANTIED OBLIGATIONS"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor the Guarantors that the guaranty set forth herein in this Section 10.1 (the "UNCONDITIONAL GUARANTY") shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in this Agreement, the Note Purchase Agreement Notes and the Notesother Financing Documents.

Guarantied Obligations. Each of (x) the Borrowers other than, in each of their respective capacities as the primary obligor under the respective Revolving Credit Note to which it is party and (y) the Subsidiary Guarantors (each of the foregoing entities individually a "Guarantor" and collectively the "Guarantors") (but in the case of Micro Warehouse (Deutschland) GmbH, subject to the limitations of Sections 30 and 31 of the German Act on Limited Liability Companies), jointly and severally, in consideration of the execution and delivery of the Amendment this Agreement by the PurchasersLenders and the Administrative Agent, hereby irrevocablyirrevocably and unconditionally guarantees to the Administrative Agent, unconditionally, absolutely, jointly and severally guarantees, on a continuing basis, to each Noteholderfor the benefit of the Lenders, as and for such Guarantor's own debt, until final and indefeasible payment has been made: (a) , the due and punctual payment by and performance in full in cash in the Company applicable currency of the principal ofObligations (but excluding, and interest, and the Make-Whole Amount (if any) onwith respect to each Foreign Subsidiary, the Notes at any time outstanding and Domestic Obligations) (all such obligations so guarantied are herein collectively referred to as the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes"Guarantied Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; , it being the intent of each Guarantor the Guarantors that the guaranty set forth herein in this Section 11.01 (the "Unconditional Guaranty") shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes.

Guarantied Obligations. Each GuarantorThe Guarantors party to this Agreement, in consideration of the execution and delivery of this Agreement and the Amendment purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteesguarantee, on a continuing basis, to each Noteholder, holder of Notes as and for such Guarantor's own debt, until final and indefeasible payment in cash has been made: (a) , the due and punctual payment by the Company of the principal of, and interest, and the MakeYield-Whole Maintenance Amount (if any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders holders of the Notes under the Note Purchase this Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each Guarantor the Guarantors that the obligations guaranteed by the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) in this Paragraph 10A are referred to in this Paragraph 10 as the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement "Guarantied Obligations" and the Notesguaranty thereof set forth in this Paragraph 10A is referred to in this Agreement, together with any AI Guarantor Joinder Agreement, as the "AI Guaranty Agreement".

Guarantied Obligations. Each The Guarantor, in consideration of the execution and delivery of the Amendment and Consent by the PurchasersNoteholders, hereby irrevocably, unconditionally, absolutely, jointly unconditionally and severally absolutely guarantees, on a continuing basis, to each Noteholder, as and for such Guarantor's its own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company of the principal of, and interest, and the Make-Make Whole Amount (if any) on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the Noteholders under the Note Purchase Agreement and the Notes, in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; it being the intent of each the Guarantor that the guaranty set forth herein shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Note Purchase Agreement and the Notes.

Guarantied Obligations. Each The Guarantor, in consideration of the execution and delivery of the Amendment this Agreement by the PurchasersLender, hereby irrevocably, unconditionally, absolutely, jointly irrevocably and severally guarantees, on a continuing basis, unconditionally guarantees to each Noteholderthe Lender, as and for such the Guarantor's own debt, until final and indefeasible payment has been made: (a) the due and punctual payment by the Company Borrower of the principal of, and interest, and the Make-Whole Amount (if any) interest on, the Notes at any time outstanding and the due and punctual payment of all other amounts payable, and all other indebtedness owing, by each of the Company Obligors under (i) each of the Facility Documents to which it is a party and (ii) the Noteholders under the Note Purchase Agreement and (all such obligations so guarantied are herein collectively referred to as the Notes"Guarantied Obligations"), in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions hereof and thereof; , it being the intent of each the Guarantor that the guaranty set forth herein in this Section 8.01 (the "Unconditional Guaranty") shall be a continuing guaranty of payment and not a guaranty of collection; and (b) the punctual and faithful performance, keeping, observance, and fulfillment by the Company any Obligor of all duties, agreements, covenants and obligations of the Company such Obligor contained in each of the Note Purchase Agreement Facility Documents to which it is a party and the NotesPurchase Agreement.