Common use of Guarantied Obligations Clause in Contracts

Guarantied Obligations. The Guarantors party to this Agreement, in consideration of the execution and delivery of this Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantee, on a continuing basis, to each holder of Notes as and for such Guarantor’s own debt, until final and indefeasible payment in cash has been made, the due and punctual payment by the Company of the principal of, and interest, and the Yield-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 holders of the Notes under 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 the Guarantors that the obligations guaranteed by the guaranty set forth in this Paragraph 10A are referred to in this Paragraph 10 as the “Guarantied Obligations” and the guaranty 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. The (a) Each of (x) the Borrowers other than (i) in each of their respective capacities as the primary obligor under the respective Revolving Credit Note to which it is party and (ii) Micro Warehouse Denmark APS and (y) the Subsidiary Guarantors party to this Agreement(each of the foregoing entities individually a "Guarantor" and collectively the "Guarantors"), jointly and severally, in consideration of the execution and delivery of this Agreement by the Lenders and the purchase Administrative Agent, hereby irrevocably and unconditionally guarantees to the Administrative Agent, for the benefit of the Notes by the PurchasersLenders, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantee, on a continuing basis, to each holder of Notes as and for such Guarantor’s 's own debt, until final and indefeasible payment in cash has been made, 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 Yield-Maintenance 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 holders of the Notes under this 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 the Guarantors that the obligations guaranteed by the guaranty set forth in this Paragraph 10A are referred to in this Paragraph 10 as Section 11.01 (the “Guarantied Obligations” "Unconditional Guaranty") shall be a guaranty of payment and the not a guaranty 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”of collection.

Guarantied Obligations. The Guarantors party Cannondale, other than in its capacity as the primary obligor under the Note to this Agreementwhich it is party, in consideration of the execution and delivery of this Agreement by the Banks and the purchase of the Notes by the PurchasersAdministrative Agent, hereby irrevocablyirrevocably and unconditionally guarantees to the Administrative Agent and the Banks, unconditionallyand hereby agrees to cause each domestic direct and indirect Subsidiary of Cannondale formed, absolutelyorganized, jointly established or acquired on or after the Closing Date to irrevocably and severally guaranteeunconditionally guarantee to the Administrative Agent and the Banks, on a continuing basis, to each holder of Notes as and for Cannondale's and such Guarantor’s Subsidiary's own debt, until final and indefeasible payment in cash has been made, the due and punctual payment by and performance in full in cash in the Company applicable currency of the principal of, and interest, and Obligations (all such obligations so guarantied are herein collectively referred to as the Yield-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 holders of the Notes under this 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 the Guarantors such guarantors that the obligations guaranteed by the guaranty set forth in this Paragraph 10A are referred to in this Paragraph 10 as Section 11.1 (the “Guarantied Obligations” "Unconditional Guaranty") shall be a guaranty of payment and the not a guaranty 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”of collection.

Guarantied Obligations. The Guarantors party neither the borrower nor any of its subsidiaries shall directly or indirectly create or become or be liable with respect to this Agreementany Guarantied Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in consideration the ordinary course of business; (ii) Permitted Existing Guarantied Obligations; (iii) obligations, warranties, and indemnities, not relating to indebtedness of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the execution Borrower or such Subsidiary which is not a Guarantor; (iv) Guarantied Obligations arising under the Transaction Documents; (v) guaranties of Indebtedness permitted by SECTION 7.3(A), PROVIDED, that to the extent such indebtedness shall be subordinated to the Obligations, each such guarantee shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; (vi) obligations under the Guaranty Agreement; (vii) Guarantied Obligations with respect to surety, appeal and delivery of this Agreement and the purchase of the Notes performance bonds obtained by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly Borrower or any Subsidiary in the ordinary course of business; and severally guarantee, on a continuing basis, to each holder of Notes as and for such Guarantor’s own debt, until final and indefeasible payment (viii) additional Guarantied Obligations which do not exceed $10,000,000 in cash has been made, the due and punctual payment by the Company of the principal of, and interest, and the Yield-Maintenance Amount (if any) on, the Notes aggregate 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 holders of the Notes under 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 the Guarantors that the obligations guaranteed by the guaranty set forth in this Paragraph 10A are referred to in this Paragraph 10 as the “Guarantied Obligations” and the guaranty 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”time.

Guarantied Obligations. The Guarantors party to this AgreementCannondale, in consideration of the execution and delivery of this Agreement by the Banks and the purchase of the Notes by the PurchasersAdministrative Agent, hereby irrevocablyirrevocably and unconditionally guarantees to the Administrative Agent and the Banks, unconditionallyand hereby agrees to cause each domestic direct and indirect Subsidiary of Cannondale formed, absolutelyorganized, jointly established or acquired on or after the Closing Date to irrevocably and severally guaranteeunconditionally guarantee to the Administrative Agent and the Banks, on a continuing basis, to each holder of Notes as and for such Guarantor’s own debtprimary obligor, until final and indefeasible payment in cash has been made, the due and punctual payment by and performance in full in cash in the Company applicable currency of the principal Obligations of, and interest, and in the Yield-Maintenance Amount (if any) oncase of the guaranty of Cannondale, the Notes at any time outstanding and other Borrowers, and, in the due and punctual payment of all other amounts payable, and all other indebtedness owing, by the Company to the holders case of the Notes under this Agreement and guaranty of any such Subsidiary, all of the NotesBorrowers (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 the Guarantors such guarantors that the obligations guaranteed by the guaranty set forth in this Paragraph 10A are referred to in this Paragraph 10 as Section 11.1 (the “Guarantied Obligations” "Unconditional Guaranty") shall be a guaranty of payment and the not a guaranty 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”of collection.

Guarantied Obligations. The (a) 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 party (each of the foregoing entities individually a "Guarantor" and collectively the "Guarantors") (but in the case of Micro Warehouse (Deutschland) GmbH, subject to this Agreementthe 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 this Agreement by the Lenders and the purchase Administrative Agent, hereby irrevocably and unconditionally guarantees to the Administrative Agent, for the benefit of the Notes by the PurchasersLenders, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantee, on a continuing basis, to each holder of Notes as and for such Guarantor’s 's own debt, until final and indefeasible payment in cash has been made, 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 Yield-Maintenance 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 holders of the Notes under this 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 the Guarantors that the obligations guaranteed by the guaranty set forth in this Paragraph 10A are referred to in this Paragraph 10 as Section 11.01 (the “Guarantied Obligations” "Unconditional Guaranty") shall be a guaranty of payment and the not a guaranty 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”of collection.

Guarantied Obligations. The Guarantors party to this Agreement, in consideration of the execution and delivery of this Agreement and the purchase of the Notes by the Purchasers, hereby irrevocably, unconditionally, absolutely, jointly and severally guarantee, on a continuing basis, to each holder of Notes as and for such Guarantor’s 's own debt, until final and indefeasible payment in cash has been made, the due and punctual payment by the Company of the principal of, and interest, and the Yield-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 holders of the Notes under 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 the Guarantors that the obligations guaranteed by the guaranty set forth in this Paragraph 10A are referred to in this Paragraph 10 as the “"Guarantied Obligations” " and the guaranty 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. The Guarantors party To induce the Administrative Agent and the Lenders to this make loans and grant other financial accommodations to the Borrower under the Credit Agreement, in consideration of the execution and delivery of this Agreement and the purchase of the Notes by the Purchasers, each Guarantor hereby irrevocably, unconditionally, absolutely, jointly and severally guaranteeunconditionally, on and irrevocably, guaranties to the Administrative Agent, each Lender and any provider of a continuing basisLender Provided Interest Rate Hedge or any provider of Other Lender Provided Financial Service Product; and becomes surety, to each holder of Notes as and for such Guarantor’s own debt, until final and indefeasible payment in cash has been madethough it was a primary obligor for, the due full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and including any amounts which would become due but for the Company operation of an automatic stay under the federal bankruptcy code of the principal of, and interest, and the Yield-Maintenance Amount (if anyUnited States or any similar Laws of any country or jurisdiction) 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 holders of the Notes under 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 the Guarantors that the obligations guaranteed by the guaranty set forth in this Paragraph 10A are referred to in this Paragraph 10 as Obligations (collectively the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the guaranty foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof set forth in this Paragraph 10A is referred permitted under the Credit Agreement) from time to in this time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person to the extent permitted under the terms of the Credit Agreement. In furtherance of the foregoing, together with any AI each Guarantor Joinder Agreement, jointly and severally agrees as the “AI Guaranty Agreement”follows.