Guarantor Provisions. If and to the extent that the Borrower, Holdings or any one or more of the Subsidiary Indemnitors (for the purposes of this Section 11, being individually and collectively referred to herein as "GUARANTOR") would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, each Guarantor hereby agrees as follows:
11.1 Guarantor expressly agrees that until each and every term, covenant and condition of this Agreement is fully performed, Guarantor shall not be released by any act or event which, except for this provision of this Agreement might be deemed a legal or equitable discharge or exoneration of a surety, or because of any waiver, extension, modification, forbearance or delay or other act or omission of the Administrative Agent or any Lender or any Rate Exchanger or their failure to proceed promptly or otherwise as against the Borrower or any of the Subsidiary Indemnitors, as the case may be (individually and collectively, in its or their capacity as the entity or entities the obligations of which are guaranteed hereunder by Guarantor, the "PRINCIPAL INDEMNITOR") or Guarantor, or because of any action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor as against the Principal Indemnitor, or because of any further dealings between the Principal Indemnitor and the Administrative Agent or any Lender, whether relating to this Agreement or otherwise. Guarantor hereby expressly waives and surrenders any defense to Guarantor's liability under this Agreement based upon any of the foregoing acts, omissions, things, agreements, waivers or any of them. It is the purpose and intent of this Agreement that the obligations of Guarantor under it XVIII-6 Environmental Indemnity shall be absolute and unconditional under any and all circumstances, subject to and in accordance with the terms and conditions of this Agreement.
11.2 Each Guarantor waives:
11.2.1 all statutes of limitations as a defense to any action or proceeding brought against Guarantor by the Administrative Agent or any Lender, to the fullest extent permitted by law;
11.2.2 any right it may have to require the Administrative Agent or any Lender to proceed against the Principal Indemnitor or pursue any other remedy in the Administrative Agent or any Lender's power to pursue, it being acknowledged and agreed that the obligations of Guarantor hereunder are independent of the obligations of the Princip...
Guarantor Provisions. 2.01 Commitments and Pro Rata Shares
Guarantor Provisions. (a) Each Borrower, as joint and several primary obligor of the Obligations directly incurred by any other Borrower or by any Affiliated Borrower, authorizes Administrative Agent and Lenders, without giving notice to such Borrower or to any other Borrower or any Affiliated Borrower (to the extent permitted hereunder or under any Affiliated Financing Document) or obtaining such Borrower's consent or any other Borrower's or Affiliated Borrower's consent (to the extent permitted hereunder or under any Affiliated Financing Document) and without affecting the liability of such Borrower for the Obligations directly incurred by the other Borrower or Affiliated Borrower, from time to time to:
(i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, liquidate, discharge the performance of, decline to enforce, or release all or any of the Obligations; grant other indulgences to any Borrower in respect thereof; or modify in any manner any documents relating to the Obligations;
(ii) declare all Obligations due and payable upon the occurrence and during the continuance of an Event of Default;
(iii) take and hold security for the performance of the Obligations of any Borrower and exchange, enforce, waive and release any such security;
(iv) release, surrender or exchange any deposits or other property securing the Obligations or on which Administrative Agent and/or any applicable Lender(s) at any time may have a Lien; release, substitute or add any one or more endorsers or guarantors of the Obligations of any other Borrower or Affiliated Borrower or such Borrower; or compromise, settle, renew, extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of any such endorser or guarantor or other Person who is now or may hereafter be liable on any Obligations or release, surrender or exchange any deposits or other property of any such Person;
(v) accept partial payments, apply payments received by Administrative Agent and/or any applicable Lender(s) from any Borrower or any Affiliated Borrower to any Obligations, in such order as Administrative Agent shall determine, in its sole discretion; and
(vi) subject to the provisions hereof, assign this Agreement in whole or in part.
(b) Each Borrower, as a primary, joint and several obligor with respect to the Obligations directly incurred by any other Borrower or any Affiliated Borrower, waives:
(i) any defense based upon any legal disab...
Guarantor Provisions. The Guarantor, pursuant to that certain Guarantee and Postponement, between Guarantor and Lender, dated November 24, 2021 (the “Guarantee”) hereby (i) acknowledges receipt of the Amendment; (ii) consents to the terms and execution thereof; (iii) reaffirms Guarantor’s personal guarantee of the obligations to Lender under the Loan Agreement, as hereby amended; and (iv) acknowledges that Lender may amend, restate, extend, renew or increase the credit limit, and extend additional credit thereunder, or otherwise modify the foregoing documents and any indebtedness or agreement of Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of Guarantor and without impairing any of Lender’s rights under the Guarantee.
Guarantor Provisions. If and to the extent that the Company or any one or more of the Subsidiary Indemnitors (for the purposes of this Section 11, being individually and collectively referred to herein as "GUARANTOR") would be deemed or construed to be a guarantor or surety under applicable law with respect to its obligations hereunder, each Guarantor hereby agrees as follows:
Guarantor Provisions. 107 14.1 WAIVER........................................................................................108 14.2 SUBROGATION; CERTAIN AGREEMENTS...............................................................110 EXHIBITS Exhibit A -- Form of Secured Senior Note Exhibit B-1 -- Form of Common Warrant Exhibit B-2 -- Form of Preferred Warrant Exhibit C -- Form of Guaranty Exhibit D -- Form of Intellectual Property Security Agreement Exhibit E -- Form of Investor Rights Agreement Exhibit F -- Form of Pledge Agreement Exhibit G -- Form of Registration Rights Agreement Exhibit H -- Form of Security Agreement Exhibit I -- Form of Compliance Certificate DISCLOSURE SCHEDULES Schedule 3.4 -- Subsidiaries Schedule 3.5(a) -- No Conflicts Schedule 3.5(b) -- No Default or Breach Schedule 3.5(c) -- Financing Restrictions Schedule 3.6 -- Consents Schedule 3.7(a) -- Capitalization (Company) Schedule 3.7(b) -- Capitalization (Subsidiary) Schedule 3.9 -- Company SEC Documents Schedule 3.10(c) -- Pro Forma Closing Balance Sheet Schedule 3.11(a) -- Existing Indebtedness, Liens, Investments, Etc. Schedule 3.11(b) -- Contingent Obligations Schedule 3.11(c) -- Post-Closing Indebtedness Schedule 3.11(e) -- Senior and Pari Passu Indebtedness Schedule 3.12(a) -- Absence of Certain Changes Schedule 3.12(b) -- Payments to Shareholders Schedule 3.13(a) -- Material Contracts Schedule 3.13(b) -- Enforceability and Compliance with Material Contracts Schedule 3.13(c) -- No Restrictive Agreements Schedule 3.16 -- Employee Benefit Plans; ERISA Schedule 3.17(c) -- Taxes; Audits or Investigations Schedule 3.18 -- Litigation Schedule 3.19(a) -- Affiliates; Indebtedness Schedule 3.19(b) -- Affiliates; Other Transactions Schedule 3.19(e) -- Affiliates; Certain Transactions Schedule 3.19(f) -- Affiliates; Loans Schedule 3.24 -- Real Property Schedule 3.25 -- Environmental Matters Schedule 3.26 -- Intellectual Property Schedule 3.30 -- Insurance Schedule 3.31 -- Franchises Schedule 3.32 -- Suppliers Schedule 3.34 -- Personal Property Leases Schedule 3.35 -- Employment Agreements Schedule 3.37 -- Use of Proceeds Schedule 3.38 -- Depository and Other Accounts Schedule 3.42 -- Brokers Schedule 5.1 -- Company Owned Stores - Assets Schedule 5.4(b) -- Tender Offer Conditions Schedule 6.9 -- Tender Offer; Minimum Condition Schedule 10.9(e) -- Permitted Asset Sales SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT is entered into as of the 12th day of November 2000 (this "AGREEMENT"), by and be...
Guarantor Provisions. In consideration of the Developer entering into this Agreement with the Tenant at the Guarantor’s request the Guarantor as a primary obligation hereby:
28.1 guarantees to the Developer that the Tenant will promptly comply with the terms and conditions contained in this Agreement, the Lease, and the Licence to Carry Out Works;
28.2 will indemnify and keep the Developer indemnified against all losses, damages, costs and expenses arising as a result of any default by the Tenant in complying with the terms and conditions contained in this Agreement, the Lease, and the Licence to Carry Out Works;
28.3 will execute the counterpart of the Lease, and the Licence to Carry Out Works as surety for the Tenant as and when called upon to do so by the Developer;
28.4 agrees that no time or indulgence granted to the Tenant by the Developer nor any variation of the terms of this Agreement nor any other thing by virtue of which but for this provision the Guarantor would have been released will in any way release the obligations of the Guarantor to the Developer under this clause; and
28.5 agrees that if this Agreement is disclaimed by or on behalf of the Tenant under any statutory or other power the Guarantor will if so required by the Developer by written notice within three months after notice of a disclaimer has been received by the Developer or after such termination enter into a new contract with the Developer in the same form as this Agreement (except for this clause) and the new contract will take effect from the date of the disclaimer and the Guarantor will pay the Developer’s proper costs and disbursements together with Value Added Tax incurred in the preparation and completion of the new contract and execute and deliver it to the Developer.
Guarantor Provisions. (a) Guarantor shall make all payments due Bank under this Guaranty free and clear of any present or future taxes, levies, assessments, imposts, fees, charges, restrictions, and conditions whatsoever (“Tax”) now or hereafter imposed by any applicable treaty, law Commercial Credit Agreement
(b) If Borrower agreed to pay the Obligations in currency other than that which at the time of payment is the official currency of the place where such payment is due, Guarantor, shall, at Bank’s discretion, either, (i) pay Bank such amount in the currency and place as agreed to by Borrower or (ii) pay Bank in the United States, at the place designated by Bank, the equivalent amount denominated in United States Dollars (based on Bank’s rate for sales of the currency in which Borrower agreed to pay such Obligations prevailing at the time Guarantor makes the payment). To the extent payment of any sum of any currency required to be paid hereunder is restricted by applicable law, Guarantor hereby indemnifies and holds Bank harmless from any loss or cost of whatever kind caused by such restriction, and undertakes on a continuing best efforts basis to take all appropriate lawful actions, with a view to lifting such restriction, in order to obtain and pay to Bank the full amount of the currency otherwise required hereunder. The foregoing obligation and indemnity constitutes a separate and independent obligation of Guarantor and shall continue in full force and effect notwithstanding any judgment or order enforcing Guarantor’s other obligations hereunder.
(c) If any judgment or order by any court, governmental agency, arbitration panel, or the like makes an award to Bank under this Guaranty in other than United States Dollars, Guarantor shall also, in addition to the award, pay Bank in United States Dollars, the amount by which (i) the original United States Dollar amount due Bank exceeds (ii) the award in United States Dollars after conversion from the other currency (at rates then generally used by Bank in calculating such conversions).
(d) Guarantor hereby appoints Borrower as Guarantor’s agent for service of process in the state designated in Section 17, above. Any service upon such agent will be valid as if Guarantor had been legally served in the jurisdiction of Guarantor’s principal place of business (or Guarantor’s residence if Guarantor is an individual). Nothing herein shall affect Bank’s right to serve Guarantor with legal process in any other manner permitted by appli...
Guarantor Provisions. (i) Section 1 (Definitions and Interpretations) of the Credit Agreement is amended to delete the definition of “Guarantor” in the entirety and to replace it with the following:
Guarantor Provisions
