Guarantor Acknowledgment. (a) Each of the Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment. Each of the Guarantors hereby confirms that the Subsidiary Guaranty, as applicable, to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the fullest extent possible in accordance with such Guarantee the payment and performance of all “Guarantied Obligations” under each of the Guarantees, as the case may be (in each case as such terms are defined in the applicable Guarantee), including without limitation the payment and performance of all such “Obligations” under each of the Guarantees, as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Agreement and the Notes defined therein. (b) Each of the Guarantors acknowledges and agrees that any of the Guarantees to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantors represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Guarantee to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. (c) Each of the Guarantors acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments of the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Goldleaf Financial Solutions Inc.), Credit Agreement (Goldleaf Financial Solutions Inc.), Credit Agreement (Goldleaf Financial Solutions Inc.)
Guarantor Acknowledgment. (a) Each of the Guarantors Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Loan Agreement and this Amendment. Each of the Guarantors Guarantor hereby confirms that the Subsidiary Guaranty, as applicable, to which it is a party or otherwise bound will continue to guarantee, as the case may be, guarantee to the fullest extent possible in accordance with such Guarantee the Loan Agreement, as amended hereby, the payment and performance of all “Guarantied Obligations” under each of the GuaranteesLoan Agreement, as the case may be (in each case as such terms are defined in the applicable Guarantee)amended hereby, including without limitation the payment and performance of all such “Obligations” under each of the GuaranteesLoan Agreement, as the case may beamended hereby, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Loan Agreement and the Notes defined therein, as amended hereby.
(b) Each of the Guarantors Guarantor acknowledges and agrees that any of the Guarantees to which it is a party or otherwise bound Loan Agreement and other Loan Documents, as amended hereby, shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantors Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement, Loan Agreement and this Amendment and the Guarantee to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier datedate hereof.
(c) Each of the Guarantors Guarantor acknowledges and agrees that that: (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Loan Agreement or any other Loan Document to consent to the amendments of the Credit Loan Agreement effected pursuant to this Amendment Amendment; and (ii) nothing in the Credit Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Loan Agreement.
Appears in 2 contracts
Samples: Term Loan and Security Agreement (Easy Gardener Products LTD), Term Loan and Security Agreement (Easy Gardener Products LTD)
Guarantor Acknowledgment. (a) Each of the Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment. Each of the Guarantors hereby confirms that the Subsidiary Guaranty or Lightyear Guaranty, as applicable, to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the fullest extent possible in accordance with such Guarantee the payment and performance of all “"Guarantied Obligations” " under each of the Guarantees, as the case may be (in each case as such terms are defined in the applicable Guarantee), including without limitation the payment and performance of all such “"Secured Obligations” " under each of the Guarantees, as the case may be, in respect of the Secured Obligations of the Borrower now or hereafter existing under or in respect of the Credit Agreement and the Notes defined therein.
(b) Each of the Guarantors acknowledges and agrees that any of the Guarantees to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantors represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Guarantee to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
(c) Each of the Guarantors acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments of the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Private Business Inc), Credit Agreement (Goldleaf Financial Solutions Inc.)
Guarantor Acknowledgment. (a) Each of Holdings and Equipmentco has guarantied the Guarantors Obligations. Holdings and Equipmentco are collectively referred to herein as the "Guarantors", and the Guaranty executed by each Guarantor are collectively referred to herein as the "Guaranties".
(b) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this AmendmentAgreement. Each of the Guarantors Guarantor hereby confirms that the Subsidiary Guaranty, as applicable, Guaranty to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the fullest extent possible in accordance with such Guarantee Guaranty the payment and performance of all “Guarantied "Obligations” " under each of the GuaranteesGuaranties, as the case may be (in each case as such terms are defined in the applicable GuaranteeGuaranty), including without limitation the payment and performance of all such “"Obligations” " under each of the GuaranteesGuaranties, as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Agreement and the Notes defined therein.
(bc) Each of the Guarantors Guarantor acknowledges and agrees that any of the Guarantees Guaranties to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement. Each of the Guarantors Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment Agreement and the Guarantee Guaranty to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
(cd) Each of the Guarantors Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments of the Credit Agreement effected pursuant to this Amendment Agreement and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Ipcs Inc), Credit Agreement (Airgate PCS Inc /De/)
Guarantor Acknowledgment. (a) Each of the Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment. Each of the Guarantors hereby confirms that the Subsidiary Guaranty or Lightyear Guaranty, as applicable, to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the fullest extent possible in accordance with such Guarantee the payment and performance of all “"Guarantied Obligations” " under each of the Guarantees, as the case may be (in each case as such terms are defined in the applicable Guarantee), including without limitation the payment and performance of all such “"Obligations” " under each of the Guarantees, as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Agreement and the Notes defined therein.
(b) Each of the Guarantors acknowledges and agrees that any of the Guarantees to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantors represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Guarantee to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
(c) Each of the Guarantors acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments of the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Goldleaf Financial Solutions Inc.)
Guarantor Acknowledgment. (a) Each of the Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment. Each of the Guarantors hereby confirms that the Subsidiary Guaranty or Lightyear Guaranty, as applicable, to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the fullest extent possible in accordance with such Guarantee the payment and performance of all “Guarantied Obligations” under each of the Guarantees, as the case may be (in each case as such terms are defined in the applicable Guarantee), including without limitation the payment and performance of all such “Obligations” under each of the Guarantees, as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Agreement and the Notes defined therein.
(b) Each of the Guarantors acknowledges and agrees that any of the Guarantees to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantors represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Guarantee to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
(c) Each of the Guarantors acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments of the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Goldleaf Financial Solutions Inc.)
Guarantor Acknowledgment. (a) Each of the Guarantors Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment. Each of the Guarantors Guarantor hereby confirms that the Subsidiary Guaranty, as applicable, Guaranty to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the fullest extent possible in accordance with such Guarantee Guaranty the payment and performance of all “Guarantied "Obligations” " under each of the GuaranteesGuaranties, as the case may be (in each case as such terms are defined in the applicable GuaranteeGuaranty), including without limitation the payment and performance of all such “"Obligations” " under each of the GuaranteesGuaranties, as the case may be, in respect of the Obligations of the Borrower Borrowers now or hereafter existing under or in respect of the Credit Agreement and the Notes defined therein.
(b) Each of the Guarantors Guarantor acknowledges and agrees that any of the Guarantees Guaranties to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantors Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Guarantee Guaranty to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
(c) Each of the Guarantors Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments of the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.
Appears in 1 contract
Guarantor Acknowledgment. (a) Each of the Guarantors Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Loan Agreement and this Amendment. Each of the Guarantors Guarantor hereby confirms that the Subsidiary Guaranty, as applicable, to which it is a party or otherwise bound will continue to guarantee, as the case may be, guarantee to the fullest extent possible in accordance with such Guarantee the Loan Agreement, as amended hereby, the payment and performance of all “Guarantied "Obligations” " under each of the GuaranteesLoan Agreement, as the case may be (in each case as such terms are defined in the applicable Guarantee)amended hereby, including without limitation the payment and performance of all such “"Obligations” " under each of the GuaranteesLoan Agreement, as the case may beamended hereby, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Loan Agreement and the Notes defined therein, as amended hereby.
(b) Each of the Guarantors Guarantor acknowledges and agrees that any of the Guarantees to which it is a party or otherwise bound Loan Agreement and other Loan Documents, as amended hereby, shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantors Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement, Loan Agreement and this Amendment and the Guarantee to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
(c) Each of the Guarantors Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Loan Agreement or any other Loan Document to consent to the amendments of the Credit Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Loan Agreement.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Easy Gardener Products LTD)
Guarantor Acknowledgment. (a) Each of the Subsidiaries set forth on Schedule 1 attached hereto (other than Wireless Alliance) are collectively referred to herein as the "Guarantors," and the Guaranties executed by the Guarantors are collectively referred to herein as the "Guaranties."
(b) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Loan Agreement and this Amendment. Each of the Guarantors Guarantor hereby confirms that the Subsidiary Guaranty, as applicable, Guaranty to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the fullest extent possible in accordance with such Guarantee Guaranty the payment and performance of all “Guarantied "Obligations” " under each of the GuaranteesGuaranties, as the case may be (in each case as such terms are term is defined in the applicable GuaranteeGuaranty), including without limitation the payment and performance of all such “Obligations” under each of the Guarantees, as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Loan Agreement and the Notes defined therein.
(bc) Each of the Guarantors Guarantor acknowledges and agrees that any of the Guarantees other Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable enforceable, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of the Guarantors Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Guarantee any Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
(cd) Each of the Guarantors Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Loan Agreement or any other Loan Document to consent to the amendments of the Credit Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Loan Agreement.
Appears in 1 contract
Samples: Loan Agreement (Rural Cellular Corp)