Guarantor Waivers. In the event that Borrower fails to perform any obligation when due under the Loan Agreement, Lender may enforce its rights under this Agreement without first seeking to obtain payment from Borrower, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender may hold pursuant to this Agreement or any other guaranty. Lender does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Borrower’s failure to pay timely any amount owed under the Loan Agreement; (ii) any adverse change in Borrower’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) Lender’s acceptance of this Agreement; and (v) any renewal, extension or other modification of the Loan Agreement or Borrower’s other obligations to Lender. In addition, Lender may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Loan Agreement or Borrower’s other obligations to Lender; (ii) release Borrower from its obligations to Lender; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Final Loan Amount and Borrower’s other obligations to Lender under the Loan Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Borrower or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Borrower, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Lender must return any amount paid by Borrower or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
Appears in 1 contract
Samples: Loan Agreement (VPR Brands, LP.)
Guarantor Waivers. In the event that Borrower fails to perform any obligation when due under the Loan Agreement, Lender may enforce its rights under this Agreement without first seeking to obtain payment from Borrower, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender may hold pursuant to this Agreement or any other guaranty. Lender Buyer does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under the Agreement and this Agreement Personal Guaranty of Performance if it is not notified of: (i) BorrowerSeller’s failure to pay timely perform any amount owed obligation under the Loan Agreement; (ii) any adverse change in BorrowerSeller’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) LenderBuyer’s acceptance of this the Agreement; and (viv) any renewal, extension or other modification of the Loan Agreement or BorrowerSeller’s other obligations to LenderBuyer. In addition, Lender Buyer may take any of the following actions without releasing Guarantor from any of its obligations under the Agreement and this Agreement: Personal Guaranty of Performance, (i) renew, extend or otherwise modify the Loan Agreement or BorrowerSeller’s other obligations to LenderBuyer; and (ii) release Borrower Seller from its obligations to Lender; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this AgreementBuyer. Until the Final Loan Amount and Borrower’s other obligations to Lender under the Loan Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Borrower Seller or any other guarantor for any amounts paid by it under the Agreement or this AgreementPersonal Guaranty of Performance. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against BorrowerSeller, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by it, or acts performed by it, under the Agreement or this AgreementPersonal Guaranty of Performance: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Lender Bxxxx must return any amount paid by Borrower Seller or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under the Agreement and this Agreement Personal Guaranty of Performance shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
Appears in 1 contract
Guarantor Waivers. In the event that Borrower fails to perform any obligation when due Merchant defaults under the Loan Merchant Agreement, Lender DDF may enforce its rights under this Agreement without first seeking to obtain payment from BorrowerMerchant, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender DDF may hold pursuant to this Agreement or any other guaranty. Lender DDF does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) BorrowerMerchant’s failure to pay timely any amount owed under the Loan Merchant Agreement; (ii) any adverse change in BorrowerMerchant’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) Lender’s DDF's acceptance of this AgreementAgreement ; and (v) any renewal, extension or other modification of the Loan Merchant Agreement or BorrowerMerchant’s other obligations to LenderDDF . In addition, Lender DDF may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Loan Merchant Agreement or BorrowerMerchant’s other obligations to LenderDDF ; (ii) release Borrower Merchant from its obligations to LenderDDF ; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until Agreement until the Final Loan Receipts Purchased Amount and BorrowerMerchant’s other obligations to Lender DDF under the Loan Merchant Agreement and this Agreement are paid in full, . Guarantor shall not seek reimbursement from Borrower Merchant or any other guarantor for any PROPERTY OF DDF FUNDING SERVICES, LLC 6 amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against BorrowerMerchant, any other guarantor, or any collateral provided by Borrower Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogationsubrogation ; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Lender DDF must return any amount paid by Borrower Merchant or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
Appears in 1 contract
Samples: Merchant Agreement
Guarantor Waivers. In the event that Borrower fails to perform any obligation when due SELLER/MERCHANT violates its representations and warranties under the Loan AgreementFACTORING AGREEMENT, Lender PURCHASER may enforce its rights under this Agreement without first seeking to obtain payment from BorrowerMerchant, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender PURCHASER may hold pursuant to this Agreement or any other guaranty. Lender PURCHASER does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Borrower’s failure to pay timely any amount owed under the Loan Agreement; (ii) any adverse change in Borrower’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee SELLER/MERCHANT'S violation of the Guaranteed Obligations; (iv) Lender’s acceptance representations and warranties of this Agreement; and (v) the FACTORING AGREEMENT or any renewal, extension or other modification of the Loan Agreement or Borrower’s other obligations to LenderFACTORING AGREEMENT. In addition, Lender PURCHASER may take any of the following actions without releasing Guarantor from any of its obligations under this AgreementAgreement : (i) renew, extend or otherwise modify the Loan Agreement FACTORING AGREEMENT or Borrower’s SELLER/MERCHANT'S other obligations to LenderPURCHASER; (ii) release Borrower SELLER/MERCHANT from its obligations to LenderPURCHASER; (iii) sell, release, impair, waive or otherwise fail to realize execute upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until all obligations are fulfilled under the Final Loan Amount FACTORING AGREEMENT and Borrower’s SELLER/MERCHANT'S other obligations to Lender PURCHASER under the Loan Agreement FACTORING AGREEMENT and this Agreement are paid in full, Guarantor shall not seek reimbursement from Borrower Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against BorrowerSELLER/MERCHANT, any other guarantor, or any collateral provided by Borrower SELLER/MERCHANT or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Lender PURCHASER must return any amount paid by Borrower SELLER/MERCHANT or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s 's obligations under this Agreement shall include that amount. Guarantor AcknowledgementNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FACTORING AGREEMENT, THE GUARANTY, THE CONFESSION OF JUDGMENT, THE SECURITY AGREEMENT, OR ANY OTHER DOCUMENTS EXECUTED BY GUARANTOR IN CONNECTION WITH THE ADVANCE OF FUNDS TO SELLER, ALL PARTIES ACKNOWLEDGE THAT RECOURSE TO THE GUARANTOR AND THE GUARANTOR'S ASSETS IS PERMITTED ONLY FOR BREACHES OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN THE FACTORING AGREEMENT. GUARANTOR ACKNOWLEDGEMENT. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
Appears in 1 contract
Guarantor Waivers. In the event that Borrower Seller fails to deliver Receipts generated due to Guarantor’s actions or malfeasance, or Guarantor otherwise fails to perform any obligation when due or covenant under the Loan AgreementTransaction Documents, Lender Purchaser may enforce its rights under this Agreement Guaranty or any of the other Transaction Documents without first seeking to obtain payment from Borrowerthe Seller, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender may hold pursuant to this Agreement or any other guarantythrough the Security Agreement. Lender Purchaser does not have to notify Guarantor of any of the following events events, and Guarantor will not be released from its obligations under this Agreement Guaranty, if it is not notified of: (i) BorrowerMerchant’s failure to deliver timely the Receipts due or to pay timely any amount owed under the Loan Purchase Agreement; (ii) any material or adverse change in BorrowerMerchant’s financial condition or businessbusiness operations; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations Obligations, including all collateral listed in the Security Agreement, or any other guarantee of the Guaranteed Obligations; (iv) LenderPurchaser’s acceptance of this AgreementGuaranty; and (v) any renewal, extension or other modification of any of the Loan Agreement or BorrowerTransaction Documents and/or Merchant’s other obligations to LenderPurchaser; and (vi) the Purchaser’s pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the Transaction Documents. In addition, Lender Purchaser may take any of the following actions without releasing Guarantor from any of its obligations under this AgreementGuaranty: (i) renew, extend or otherwise modify any of the Loan Agreement Transaction Documents or BorrowerMerchant’s other obligations to LenderPurchaser; (ii) release Borrower Seller from its obligations to LenderPurchaser; (iii) sell, release, impair, waive or otherwise fail to realize upon upon, any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this AgreementGuaranty; and (v) pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the Transaction Documents. Until the Final Loan Amount and Borrowerall of Merchant’s other obligations to Lender Purchaser under any of the Loan Agreement and this Agreement Transaction Documents are paid satisfied in full, Guarantor shall not seek reimbursement from Borrower Seller or any other guarantor for any amounts paid by it Guarantor under this Agreementany of the Transaction Documents. Guarantor permanently waives and shall not seek to exercise any of the following rights that it Guarantor may have against BorrowerMerchant, any other guarantor or third party, any collateral, or any other real or personal property for any amounts paid by Guarantor, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by itthird party, or acts performed by itGuarantor, any other guarantor, or third party, under this Agreementthe Transaction Documents including, without limitation: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Lender Purchaser must return any amount paid by Borrower Merchant, any guarantor, entity, or any other guarantor of person with respect to the Guaranteed Obligations because that Obligations, including, without limitation, any Merchant, guarantor, entity or person has become becoming subject to a proceeding under the United States Bankruptcy Code Contract# 5696241 or any similar law, Guarantor’s obligations (whether arising under Federal or State law), and/or any other Insolvency Proceeding, legal proceeding or alternative dispute resolution proceeding, the Guaranteed Obligations under this Agreement Guaranty shall include that amount. remain in full force and effect and Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult shall be obligated for any such amounts repaid as well as attorneys’ fees, costs, and interest in connection with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunitysuch proceeding.
Appears in 1 contract
Samples: Guaranty
Guarantor Waivers. In Upon the event that Borrower fails to perform occurrence any obligation when due under the Loan AgreementEvent of Default, Lender Parkside may enforce its seek recovery from each Guarantor for all of Parkside’s losses and damages by enforcement of Parkside rights under this Agreement without first seeking to obtain payment from BorrowerSeller, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender Parkside may hold pursuant to this Agreement or any other guaranty. Lender Parkside does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement even if it is not notified of: (i) BorrowerSeller’s failure to pay timely any amount owed required under the Loan Agreement; (ii) any adverse change in BorrowerSeller’s financial condition or business; (iii) any sale or other disposition of any collateral Collateral securing the Guaranteed Guarantor Obligations or any other guarantee of the Guaranteed Obligationsguaranty; (iv) LenderParkside’s acceptance of this Agreementany Agreement with Seller; and (v) any renewal, extension or other modification of the Loan Agreement or BorrowerSeller’s other obligations to LenderParkside. In addition, Lender Parkside may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Loan Agreement or BorrowerSeller’s other obligations to LenderParkside; (ii) release Borrower Seller from its obligations to LenderParkside; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral Collateral securing the Guaranteed Guarantor Obligations or any other guarantee of the Guaranteed Obligationsguaranty; and (iv) foreclose on any collateral Collateral securing the Guaranteed Guarantor Obligations or any other guarantee of the Guaranteed Obligations guaranty in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Final Loan Purchased Amount and BorrowerSeller’s other obligations to Lender Parkside under the Loan Agreement and this Agreement Guarantee are paid in full, Guarantor shall not seek reimbursement from Borrower Parkside or any other guarantor for any amounts paid by it under this AgreementGuarantee. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against BorrowerSeller, any other guarantor, or any collateral Collateral provided by Borrower Seller or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Lender must return any amount paid by Borrower or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
Appears in 1 contract
Guarantor Waivers. In the event that Borrower Seller fails to deliver Receipts generated due to Guarantor’s actions or malfeasance, or Guarantor otherwise fails to perform any obligation when due or covenant under the Loan AgreementTransaction Documents, Lender Purchaser may enforce its rights under this Agreement Guaranty or any of the other Transaction Documents without first seeking to obtain payment from Borrowerthe Seller, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender may hold pursuant to this Agreement or any other guarantythrough the Security Agreement. Lender Purchaser does not have to notify Guarantor of any of the following events events, and Guarantor will not be released from its obligations under this Agreement Guaranty, if it is not notified of: (i) BorrowerMerchant’s failure to deliver timely the Receipts due or to pay timely any amount owed under the Loan Purchase Agreement; (ii) any material or adverse change in BorrowerMerchant’s financial condition or businessbusiness operations; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations Obligations, including all collateral listed in the Security Agreement, or any other guarantee of the Guaranteed Obligations; (iv) LenderPurchaser’s acceptance of this AgreementGuaranty; and (v) any renewal, extension or other modification of any of the Loan Agreement or BorrowerTransaction Documents and/or Merchant’s other obligations to LenderPurchaser; and (vi) the Purchaser’s pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the Transaction Documents. In addition, Lender Purchaser may take any of the following actions without releasing Guarantor from any of its obligations under this AgreementGuaranty: (i) renew, extend or otherwise modify any of the Loan Agreement Transaction Documents or BorrowerMerchant’s other obligations to LenderPurchaser; (ii) release Borrower Seller from its obligations to LenderPurchaser; (iii) sell, release, impair, waive or otherwise fail to realize upon upon, any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this AgreementGuaranty; and (v) pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the Transaction Documents. Until the Final Loan Amount and Borrowerall of Merchant’s other obligations to Lender Purchaser under any of the Loan Agreement and this Agreement Transaction Documents are paid satisfied in full, Guarantor shall not seek reimbursement from Borrower Seller or any other guarantor for any amounts paid by it Guarantor under this Agreementany of the Transaction Documents. Guarantor permanently waives and shall not seek to exercise any of the following rights that it Guarantor may have against BorrowerMerchant, any other guarantor or third party, any collateral, or any other real or personal property for any amounts paid by Guarantor, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by itthird party, or acts performed by itGuarantor, any other guarantor, or third party, under this Agreementthe Transaction Documents including, without limitation: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Lender Purchaser must return any amount paid by Borrower Merchant, any guarantor, entity, or any other guarantor of person with respect to the Guaranteed Obligations because that Obligations, including, without limitation, any Merchant, guarantor, entity or person has become becoming subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations (whether arising under Federal or State law), and/or any other Insolvency Proceeding, legal proceeding or alternative dispute resolution proceeding, the Guaranteed Obligations under this Agreement Guaranty shall include that amount. remain in full force and effect and Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult shall be obligated for any such amounts repaid as well as attorneys’ fees, costs, and interest in connection with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunitysuch proceeding.
Appears in 1 contract
Samples: Forward Purchase Agreement (Cannabis Bioscience International Holdings, Inc.)
Guarantor Waivers. In the event that Borrower Merchant fails to make a payment or perform any obligation when due under the Loan Merchant Agreement, Lender FUNDER may enforce its rights under this Agreement without first seeking to obtain payment from BorrowerMerchant, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender FUNDER may hold pursuant to this Agreement or any other guaranty. Lender FUNDER does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Borrower’s Merchant's failure to pay timely any amount owed under the Loan Merchant Agreement; (ii) any adverse change in Borrower’s Merchant's financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) Lender’s FUNDER's acceptance of this AgreementAgreement ; and (v) any renewal, extension or other modification of the Loan Merchant Agreement or Borrower’s Merchant's other obligations to LenderFUNDER. In addition, Lender FUNDER may take any of the following actions without releasing Guarantor from any of its obligations under this AgreementAgreement : (i) renew, extend or otherwise modify the Loan Merchant Agreement or Borrower’s Merchant's other obligations to LenderFUNDER; (ii) release Borrower Merchant from its obligations to LenderFUNDER; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Final Loan Merchant Amount plus any accrued but unpaid interest and Borrower’s Merchant's other obligations to Lender FUNDER under the Loan Merchant Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Borrower Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against BorrowerMerchant, any other guarantor, or any collateral provided by Borrower Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogationsubrogation ; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that Lender must return any amount paid by Borrower or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.;
Appears in 1 contract
Guarantor Waivers. In the event that Borrower Merchant fails to make a payment or perform any obligation when due under the Loan Merchant Agreement, Lender FUNDER may enforce its rights under this Agreement without first seeking to obtain payment from BorrowerMerchant, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender FUNDER may hold pursuant to this Agreement or any other guaranty. Lender FUNDER does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Borrower’s Merchant's failure to pay timely any amount owed under the Loan Merchant Agreement; (ii) any adverse change in Borrower’s Merchant's financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) Lender’s FUNDER's acceptance of this AgreementAgreement ; and (v) any renewal, extension or other modification of the Loan Merchant Agreement or Borrower’s Merchant's other obligations to LenderFUNDER. In addition, Lender FUNDER may take any of the following actions without releasing Guarantor from any of its obligations under this AgreementAgreement : (i) renew, extend or otherwise modify the Loan Merchant Agreement or Borrower’s Merchant's other obligations to LenderFUNDER; (ii) release Borrower Merchant from its obligations to LenderFUNDER; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Final Loan Merchant Amount plus any accrued but unpaid interest and Borrower’s Merchant's other obligations to Lender FUNDER under the Loan Merchant Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Borrower Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against BorrowerMerchant, any other guarantor, or any collateral provided by Borrower Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogationsubrogation ; (ii) reimbursement; (iiiill) performance; (iv) indemnification; or (v) contribution. In the event that Lender FUNDER must return any amount paid by Borrower Merchant or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s 's obligations under this Agreement shall include that amount. Guarantor AcknowledgementA c_luimal I • • ment. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) 04 He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.. INITIAL S Joint and Several Liability. The obligations hereunder of the persons or entities constituting Guarantor under this Agreement are joint and several. THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE "MERCHANT AGREEMENT", INCLUDING THE "TERMS AND CONDITIONS", ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE MERCHANT AGREEEMNT, INCLUDING THE TERMS AND CONDITIONS. MERCHANTS AND OWNERS/GUARANTORS ACKNOWLEDGE THAT THIS WRITING REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO. IT IS UNDERSTOOD THAT ANY REPRESENTATIONS OR ALLEGED PROMISES BY INDEPENDENT BROKERS OR AGENTS OF ANY PARTY IF NOT INCLUDED IN THIS WRITTEN AGREEMENT ARE CONSIDERED NULL AND VOID. ANY MODIFICATION OR OTHER ALTERATION TO THE AGREEMENT MUST BE IN WRITING AND EXECUTED BY THE PARTIES TO THIS CONTRACT. MERCHANT #1 By Xxxxxxx Xxxxxxxxxxx (Print Name and Title) SS# 000-00-0000 MERCHANT #2 By (Print Name and Title) SS# OWNER/GUARANTOR #1 By Xxxxxxx Xxxxxxxxxxx (Print Name and Title) SS# 000-00-0000 OWNER/GUARANTOR #2 By (Print Name and Title) SS# AUTHORIZED SERVICING AGENT — Colonial Funding Network, Inc. (Signature) Drivers License Number: 000000000-GA (Signature) Drivers License Number: (Signature) Drivers License Number: 000000000-GA (Signature) Drivers License Number: Colonial Funding Network, Inc. (Colonial) is the Authorized Servicing Agent of the funder for this contract providing administrative, bookkeeping, reporting and support services for the funder and the Merchant. Colonial is not affiliated or owned by the hinder and is acting as independent agent for services including but not limited to background checks, credit checks, general underwriting review, filing UCC-1 security interests, cash management, account reporting and remit capture. Colonial may at its sole discretion participate in this financing by providing a small portion of the funds for this transaction directly to the funder. Colonial is not a credit card processor, or in the business of processing credit cards. Merchant hereby acknowledges that in no event will Colonial be liable for any claims made against the hinder or the Processor under any legal theory for lost profits, lost revenues, lost business opportunity, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is waived by the Merchant and Owner/Guarantor. MERCHANT #1 By Xxxxxxx Xxxxxxxxxxx (Print Name and Title) (Signature) STRATEGIC FUNDIN 000 X 00xx Xx. Xxx Xxxx, XX 00000 Phone: 000-000-0000 Fax: 000-000-0000 December 19, 2016 G Contract Balance Buy Out Form To Whom It May Concern: As part of the new Strategic Funding Source, Inc. Agreement Contract #1492462 dated and signed on December 19, 2016, SpeedEmissions, Inc. I SpeedEmissions Car Care, LLC SpeedEmissions Acquisition Company, LLC DBA: Speedemissions located at 0000 Xxxxxx Xxxx. Xxxxxx. GA 30290 agrees to buy out the RTR balance due in the amount of $118,750.67 from SFS Merchant Cash Advance Agreement Contract #1100702 dated and signed on May 27, 2016. Thank you, (x) Xxxxxxx Xxxxxxxxxxx Owner Ir"%c lp
Appears in 1 contract
Samples: Revenue Based Factoring Agreement (Speedemissions Inc)
Guarantor Waivers. In Subject to compliance with the event that Borrower fails provisions of Section 2.3 above, in addition to perform any obligation when due under other waivers contained herein, Guarantor waives, agrees and acknowledges as follows and waives any defense based upon or arising from the Loan Agreementfollowing:
(a) The Guaranty Obligations are the immediate, Lender direct, primary and absolute liabilities of Guarantor, and are independent of, and not co-extensive with, the New Loan, the other Obligations or the obligations of any other guarantor of the Obligations. Guarantor expressly waives any right it may enforce have now or in the future to direct or affect the manner or timing of Lender's enforcement of its rights under this Agreement without or remedies. Guarantor expressly waives any right it may have now or in the future to require Lender to, and Lender shall not have any liability to, pursue or enforce first seeking to obtain payment from against Borrower, any of the properties or assets of Borrower, the Collateral or any other guarantorsecurity, guaranty or pledge that may now or hereafter be held by Lender for the New Loan or for the Guaranty Obligations, or to apply such security, guaranty, or pledge to the New Loan or to the Guaranty Obligations. Guarantor shall remain liable for the Guaranty Obligations, notwithstanding any judgment Lender may obtain against Borrower or Guarantor, any other guarantor of the Obligations, or any Collateralother person or entity, Additional Collateral or Cross-Collateral Lender may hold pursuant to this Agreement or any other guarantymodification, extension or renewal with respect thereto. Lender does shall not have be under any liability to notify marshal any assets in favor of Guarantor or in payment of any or all of the following events New Loan or the Guaranty Obligations.
(b) Guarantor has entered into this Guaranty based solely upon its independent knowledge of Borrower's financial condition, and Guarantor assumes full responsibility for obtaining any further information with respect to Borrower or the conduct of its business. Guarantor represents that it is now, and during the terms of this Guaranty will not be released from its obligations under this Agreement if be, responsible for ascertaining the financial condition of Borrower. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor, and agrees that it is not notified ofrelying upon or expecting Lender to disclose to it, any fact known or hereafter known by Lender relating to the operation or condition of Borrower or its business or relating to the existence, liability, or financial condition of any other guarantor of the Obligations. Guarantor knowingly accepts the full range of risk encompassed in a contract of continuing guaranty, which risk includes the possibility that Borrower may incur further indebtedness after Borrower's financial condition or its ability to pay debts as they mature has deteriorated.
(c) Except as specifically provided in this Guaranty or applicable law, Guarantor waives, to the fullest extent permitted by applicable law: (i) Borrower’s failure to pay timely any amount owed under notice of the Loan Agreement; acceptance by Lender of this Guaranty, (ii) notice of the existence, creation, payment, nonpayment, performance or nonperformance of all or any adverse change in Borrower’s financial condition or business; of the Guaranty Obligations, (iii) any sale presentment, demand and protest and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or other disposition renewal of any collateral securing the Guaranteed Obligations or any other guarantee all of the Guaranteed ObligationsNew Loan Documents, notes, commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Guarantor may be liable in any way, and hereby ratifies and confirms whatever Lender may do in this regard; (iv) Lender’s acceptance of this Agreement; all rights to notice and (v) any renewal, extension or other modification of the Loan Agreement or Borrower’s other obligations a hearing prior to Lender. In addition's taking possession or control of, Lender may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Loan Agreement or Borrower’s other obligations to Lender; (ii) release Borrower from its obligations to Lender; (iii) sell's replevy, releaseattachment or levy upon, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations Collateral or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on bond or security which might be required by any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor court prior to obtain reimbursement for payment under this Agreement. Until the Final Loan Amount and Borrower’s other obligations to allowing Lender under the Loan Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Borrower or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Borrower, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogationits remedies; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that all rights to receive notices from Lender must return any amount paid by Borrower with respect to, or otherwise sent to, Guarantor or any other guarantor of the Guaranteed Obligations because that person has become subject Obligations, (vi) the benefit of all valuation, appraisal, stay, extension, redemption and exemption laws, (vii) the benefit of any law purporting to a proceeding under reduce Guarantor's obligation in proportion to the United States Bankruptcy Code principal obligation hereby guarantied, (viii) the benefit of any law purporting to exonerate Guarantor's obligation upon performance or an offer of performance of the principal obligation, (ix) notice of any extension, modification, renewal, or amendment of any of the terms of the Credit Agreement or any similar law, Guarantor’s obligations under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: other New Loan Document relating to the New Loan or the Guaranty Obligations; (ix) He/She understands the seriousness notice of the provisions occurrence of this Agreement; (ii) He/She has had a full opportunity any Default or Event of Default with respect to consult with counsel of his/her choicethe New Loan, the Guaranty Obligations, the Collateral or otherwise; and (iiixi) He/She has consulted notice of any exercise or non-exercise by Lender of any right, power, or remedy with counsel respect to the New Loan, the Guaranty Obligations or the Collateral; provided, however, that the Lender shall provide Guarantor with written notice of an Event of Default when and if Lender is required to provide such notice to Borrower under the Credit Agreement.
(d) If Lender, under applicable law, may proceed to realize its benefits under any New Loan Document providing for a lien upon any Collateral, whether owned by Borrower or by any other person or entity, either by judicial foreclosure or by nonjudicial sale or enforcement, Lender, at its sole option, may determine which of its choice remedies or has decided rights it may pursue without affecting any of its rights and remedies under this Guaranty.
(e) Guarantor represents that the New Loan and Guaranty Obligations are and shall be incurred by Borrower for business and commercial purposes only. Any claim of Lender against Guarantor arising out of this Guaranty arises out of the conduct by Guarantor of its trade, business, or profession. Guarantor undertakes all the risks encompassed in the Credit Agreement and the other New Loan Documents as they may be now or are hereafter agreed upon by Lender and Borrower. Prior to the Guaranty Termination Date, Lender, in such manner and upon such terms and at such time as it deems best, and with or without notice to Guarantor, may release, add, subordinate or substitute security for the New Loan or other Obligations.
(f) A separate action or actions may be brought and prosecuted against Guarantor whether or not to avail himself/herself of that opportunityan action is brought against Borrower, or whether Borrower is joined in any such action or actions.
Appears in 1 contract
Samples: Guaranty Agreement (Integrated Healthcare Holdings Inc)
Guarantor Waivers. In the event that Borrower fails to perform any obligation when due under the Loan AgreementThe obligations, Lender may enforce its rights covenants, agreements and duties of Guarantor under this Agreement Guaranty shall not be released or impaired in any manner whatsoever, without first seeking the written consent of Lender, on account of any or all of the following: (a) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed Indebtedness, although made without notice to obtain payment from Borrower, or the consent of Guarantor; (b) any other guarantor, waiver by Lender of the performance or any Collateral, Additional Collateral observance by Borrower or Cross-Collateral Lender may hold pursuant to this Agreement or any other guaranty. Lender does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Borrower’s failure to pay timely agreements, covenants, terms or conditions contained in any amount owed under document evidencing, governing or securing the Loan AgreementGuaranteed Indebtedness; (iic) any adverse change in Borrower’s financial condition extensions of the time for payment or businessperformance of all or any portion of the Guaranteed Indebtedness; (iiid) the renewal, rearrangement, modification or amendment (whether material or otherwise) of any duty, agreement or obligation of Borrower set forth in any document evidencing, governing or securing the Guaranteed Indebtedness; (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Borrower or Guarantor; (f) any collateral receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Borrower or Guarantor or any of their assets; (g) any release, withdrawal, surrender, exchange, substitution, subordination or loss of any security or other guaranty at any time existing in connection with all or any portion of the Guaranteed Indebtedness, or the acceptance of additional or substitute property as security therefor; (h) the release or discharge of Borrower or any other guarantor from the observance or performance of any agreement, covenant, term or condition contained in any document evidencing, governing or securing the Guaranteed Obligations Indebtedness; (i) any action which Lender may take or omit to take by virtue of any document evidencing, governing or securing the Guaranteed Indebtedness or through any course of dealing with Borrower; (j) the addition of a new guarantor or guarantors; (k) the operation of law or any other guarantee of cause, whether similar or dissimilar to the Guaranteed Obligationsforegoing; (iv) Lender’s acceptance of this Agreement; and (v1) any renewaladjustment, extension indulgence, forbearance or compromise that may be granted or given by Lender to any party; (m) the failure by Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other modification proceeding) of the Loan Agreement or Borrower’s other obligations to Lender. In addition, Lender may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Loan Agreement or Borrower’s other obligations to Lender; (ii) release Borrower from its obligations to Lender; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligationsperson or entity; and (ivn) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Final Loan Amount and Borrower’s other obligations to Lender under the Loan Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement recovery from Borrower or any other guarantor for person or entity becomes barred by any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek statute of limitations or is otherwise prevented; (o) any defenses, set-offs or counterclaims which may be available to exercise any of the following rights that it may have against Borrower, any other guarantor, or any collateral provided by Borrower or any other guarantorperson or entity; (p) any impairment, for any amounts paid by itmodification, change, release or limitation of liability of, or acts performed by itstay of actions of lien enforcement proceedings against Borrower, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; its property, or (v) contribution. In its estate in bankruptcy resulting from the event that Lender must return operation of any amount paid by Borrower present or any other guarantor future provisions of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any other similar lawfederal or state statute, or from the decisions of any court; (q) any neglect, delay, omission, failure or refusal of Lender to take or prosecute any action for the perfection of collateral or the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any lien, right of security, existing or to exist in connection with, or as security for, any of the Guaranteed Indebtedness, it being the intention hereof that Guarantor shall remain liable as principal on the Guaranteed Indebtedness, notwithstanding any act, omission or thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor’s obligations ; (r) any defense that may arise by reason of the incapacity, lack of authority, death or disability of, or revocation hereof, by any guarantor or others; (s) demand, protest and notice of any other kind, including, without limiting the generality of the foregoing, notice of any action or non-action on the part of Borrower, Lender, any endorser, guarantor under this Agreement shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: or any other instrument, or creditor of Borrower, or any other person whomsoever, in connection with the Guaranteed Indebtedness; (it) He/She understands any defense based upon an election of remedies by Lender, including, without limitation, an election to proceed by nonjudicial rather than judicial foreclosure, which destroys or otherwise impairs the seriousness subrogation rights of the provisions undersigned or the right of this Agreement; (ii) He/She has had a full opportunity the undersigned to consult with counsel of his/her choiceproceed against Borrower for reimbursement, or both; and (iiiu) He/She any duty on the part of Lender to disclose to the undersigned any facts it may now or hereafter know about Borrower, regardless of whether Lender has consulted with counsel reason to believe that any such facts materially increase the risk beyond which the undersigned is obligated or whether Lender has a reasonable opportunity to communicate such facts to the undersigned, it being understood and agreed that the undersigned is fully responsible for being and keeping informed of its choice the financial condition of Borrower and of all circumstances being on the risk of non-payment of the Guaranteed Indebtedness. Notice to Guarantor of the acceptance of this Guaranty and of the making, renewing or has decided not to avail himself/herself assignment of that opportunitythe Guaranteed Indebtedness and each item thereof, are hereby expressly waived by Guarantor.
Appears in 1 contract
Guarantor Waivers. In the event that Borrower fails to perform any obligation when due under the Loan Agreement, Lender may enforce its rights under this Agreement without first seeking to obtain payment from Borrower, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral Lender may hold pursuant to this Agreement or any other guaranty. Lender Purchaser does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under the Agreement and this Agreement Performance Guaranty if it is not notified notified of: (i) BorrowerSeller ’s failure to pay timely perform any amount owed obligation under the Loan Agreement; (ii) any adverse change in BorrowerSeller ’s financial financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) LenderPurchaser’s acceptance of this the Agreement; and (viv) any renewal, extension or other modification modification of the Loan Agreement or BorrowerSeller ’s other obligations to LenderPurchaser. In I n addition, Lender Purchaser may take any of the following actions without releasing Guarantor from any of its obligations under the Agreement and this AgreementPerformance Guaranty: (i) renew, extend or otherwise modify the Loan Agreement or BorrowerSeller ’s other obligations to LenderPurchaser; and (ii) release Borrower Seller from its obligations to Lender; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this AgreementPurchaser. Until the Final Loan Amount and Borrower’s other obligations to Lender under the Loan Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Borrower Seller or any other guarantor for any amounts paid by it under the Agreement or this AgreementPerformance Guaranty. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against BorrowerSeller, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by it, or acts performed by it, under the Agreement or this AgreementPerformance Guaranty: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnificationindemnification; or (v) contribution. In I n the event that Lender Purchaser must return any amount paid by Borrower Seller or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under the Agreement and this Agreement Performance Guaranty shall include that amount. Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
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