Common use of GUARANTOR'S ACKNOWLEDGEMENT Clause in Contracts

GUARANTOR'S ACKNOWLEDGEMENT. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Company's execution thereof; (b) joins the foregoing Amendment; (c) ratifies and confirms all of their respective obligations and liabilities under the Financing Agreements to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations under the Securities Purchase Agreement and other Financing Agreements; (d) acknowledges and confirms that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected first priority liens and security interests that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereof, such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Collateral Agent or any Holder. DB1/63714055.2 ABR ADVISORS, INC. XXXX X. XXXXXX & ASSOCIATES, INC. ALASKA PENSION SERVICES, LTD. ASSET PRESERVATION CORP. BENEFIT DYNAMICS, INC. BENEFIT MANAGEMENT INC. BPI/PPA, INC. CALIFORNIA INVESTMENT ANNUITY SALES, INC. CIRCLE PENSION, INC. COMPLETE INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA HADDON STRATEGIC ALLIANCES, INC. LAMORIELLO & CO., INC. NATIONAL ACTUARIAL PENSION SERVICES, INC. NATIONAL ASSOCIATES, INC., N.W. PENSION ADMINISTRATION SERVICES, INC. PENSION TECHNICAL SERVICES, INC. (d/b/a REPTECH CORP.) PENTEC, INC. PENTEC CAPITAL MANAGEMENT, INC. SOUTHEASTERN PENSION SERVICES, INC. XXXXXXX X. XXXXX & ASSOCIATES, INC. THE PENSION ALLIANCE, INC. THE PENSION GROUP, INC. VEBA ADMINISTRATORS, INC. VALLEY FORGE ENTERPRISES, LTD. V.F. ASSOCIATES, INC. VF INVESTMENT SERVICES CORP. VALLEY FORGE CONSULTING CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: CEO DB1/63714055.2

Appears in 1 contract

Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.)

AutoNDA by SimpleDocs

GUARANTOR'S ACKNOWLEDGEMENT. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment Agreement and the Company's ’s execution thereof; (b) joins the foregoing AmendmentAgreement; (c) ratifies and confirms all of their respective obligations and liabilities under the Financing Agreements to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations under the Securities Purchase Agreement and other Financing Agreements; (d) acknowledges and confirms that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected first liens and security interests, junior in priority only to the liens and security interests of the Senior Creditor pursuant to the Intercreditor Agreement, that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereof, such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Collateral Agent or any Holder. DB1/63714055.2 Exhibit 4.85 ABR ADVISORS, INC. XXXX X. XXXXXX & ASSOCIATES, INC. ALASKA PENSION SERVICES, LTD. ASSET PRESERVATION CORP. BENEFIT DYNAMICS, INC. BENEFIT MANAGEMENT INC. BPI/PPA, INC. CALIFORNIA INVESTMENT ANNUITY SALES, INC. CIRCLE PENSION, INC. COMPLETE INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA HADDON STRATEGIC ALLIANCES, INC. LAMORIELLO & CO., INC. NATIONAL ACTUARIAL PENSION SERVICES, INC. NATIONAL ASSOCIATES, INC., N.W. PENSION ADMINISTRATION SERVICES, INC. PENSION TECHNICAL SERVICES, INC. (d/b/a REPTECH CORP.) PENTEC, INC. PENTEC CAPITAL MANAGEMENT, INC. SOUTHEASTERN PENSION SERVICES, INC. XXXXXXX X. XXXXX & ASSOCIATES, INC. THE PENSION ALLIANCE, INC. THE PENSION GROUP, INC. VEBA ADMINISTRATORS, INC. VALLEY FORGE ENTERPRISES, LTD. V.F. ASSOCIATES, INC. VF INVESTMENT SERVICES CORP. VALLEY FORGE CONSULTING CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: CEO DB1/63714055.2Chief Executive Officer Exhibit 4.85 Exhibit A Form of Subordinated Promissory Note

Appears in 1 contract

Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.)

GUARANTOR'S ACKNOWLEDGEMENT. Each of the undersigned Guarantors hereby By signing below, each Guarantor (a) acknowledges acknowledges, consents and consents agrees to the foregoing Amendment execution, delivery and the Company's execution thereof; performance by Borrower of this Second Amendment, (b) joins this Second Amendment for the foregoing Amendment; purpose of consenting to and being bound by the provisions thereof, (c) acknowledges and agrees that its obligations in respect of its Guaranty (i) are not released, diminished, waived, modified, impaired or affected in any manner by this Second Amendment or any of the provisions contemplated herein, and (ii) also covers the Revolving Credit Commitments and the Revolving Credit Loans as increased by this Second Amendment, (d) ratifies and confirms all of their respective its obligations and liabilities under the Financing Agreements Loan Documents to which any of them it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Secured Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the Second Amendment, (e) agrees that the Collateral Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (f) confirms its grant of security interests pursuant to the Collateral Documents to which it is a party as Collateral for the Secured Obligations, (g) acknowledges that all Liens granted (or purported to be granted) pursuant to the Collateral Documents remain and continue in full force and effect in respect of, and to secure, as applicablethe Obligations, the Obligations under the Securities Purchase Agreement and other Financing Agreements; (dh) acknowledges and confirms agrees that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected first priority liens and security interests that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereofof the foregoing Second Amendment, such Guarantor (i) does not have any defense, claim, claim or cause of action, counterclaim, offset action against the Administrative Agent or right of recoupment of any kind Lender (or nature against any of their respective obligationsdirectors, indebtedness officers, employees, agents, attorneys or liabilities other representatives) under or in connection with its Guaranty and the other Loan Documents to the Collateral Agent which it is a party and (ii) has no offsets against, or any Holder. DB1/63714055.2 ABR ADVISORSdefenses or counterclaims to, INC. XXXX X. XXXXXX & ASSOCIATES, INC. ALASKA PENSION SERVICES, LTD. ASSET PRESERVATION CORP. BENEFIT DYNAMICS, INC. BENEFIT MANAGEMENT INC. BPI/PPA, INC. CALIFORNIA INVESTMENT ANNUITY SALES, INC. CIRCLE PENSION, INC. COMPLETE INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA HADDON STRATEGIC ALLIANCES, INC. LAMORIELLO & COits Guaranty., INC. NATIONAL ACTUARIAL PENSION SERVICES, INC. NATIONAL ASSOCIATES, INC., N.W. PENSION ADMINISTRATION SERVICES, INC. PENSION TECHNICAL SERVICES, INC. (d/b/a REPTECH CORP.) PENTEC, INC. PENTEC CAPITAL MANAGEMENT, INC. SOUTHEASTERN PENSION SERVICES, INC. XXXXXXX X. XXXXX & ASSOCIATES, INC. THE PENSION ALLIANCE, INC. THE PENSION GROUP, INC. VEBA ADMINISTRATORS, INC. VALLEY FORGE ENTERPRISES, LTD. V.F. ASSOCIATES, INC. VF INVESTMENT SERVICES CORP. VALLEY FORGE CONSULTING CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: CEO DB1/63714055.2

Appears in 1 contract

Samples: Credit Agreement (Carriage Services Inc)

GUARANTOR'S ACKNOWLEDGEMENT. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment Agreement and the Company's ’s execution thereof; (b) joins the foregoing AmendmentAgreement; (c) ratifies and confirms all of their respective obligations and liabilities under the Financing Agreements to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations under the Securities Purchase Agreement and other Financing Agreements; (d) acknowledges and confirms that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected first liens and security interests, junior in priority only to the liens and security interests of the Senior Creditor pursuant to the Intercreditor Agreement, that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereof, such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Collateral Agent or any Holder. DB1/63714055.2 Exhibit 4.87 ABR ADVISORS, INC. XXXX X. XXXXXX & ASSOCIATES, INC. ALASKA PENSION SERVICES, LTD. ASSET PRESERVATION CORP. BENEFIT DYNAMICS, INC. BENEFIT MANAGEMENT INC. BPI/PPA, INC. CALIFORNIA INVESTMENT ANNUITY SALES, INC. CIRCLE PENSION, INC. COMPLETE INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA HADDON STRATEGIC ALLIANCES, INC. LAMORIELLO & CO., INC. NATIONAL ACTUARIAL PENSION SERVICES, INC. NATIONAL ASSOCIATES, INC., N.W. PENSION ADMINISTRATION SERVICES, INC. PENSION TECHNICAL SERVICES, INC. (d/b/a REPTECH CORP.) PENTEC, INC. PENTEC CAPITAL MANAGEMENT, INC. SOUTHEASTERN PENSION SERVICES, INC. XXXXXXX X. XXXXX & ASSOCIATES, INC. THE PENSION ALLIANCE, INC. THE PENSION GROUP, INC. VEBA ADMINISTRATORS, INC. VALLEY FORGE ENTERPRISES, LTD. V.F. ASSOCIATES, INC. VF INVESTMENT SERVICES CORP. VALLEY FORGE CONSULTING CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: CEO DB1/63714055.2:

Appears in 1 contract

Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.)

AutoNDA by SimpleDocs

GUARANTOR'S ACKNOWLEDGEMENT. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment Agreement and the Company's ’s execution thereof; (b) joins the foregoing AmendmentAgreement; (c) ratifies and confirms all of their respective obligations and liabilities under the Financing Agreements to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations under the Securities Purchase Agreement and other Financing Agreements; (d) acknowledges and confirms that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected first liens and security interests, junior in priority only to the liens and security interests of the Senior Creditor pursuant to the Intercreditor Agreement, that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereof, such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Collateral Agent or any Holder. DB1/63714055.2 Exhibit 4.83 ABR ADVISORS, INC. XXXX AXXX X. XXXXXX & ASSOCIATES, INC. ALASKA PENSION SERVICES, LTD. ASSET PRESERVATION CORP. BENEFIT DYNAMICS, INC. BENEFIT MANAGEMENT INC. BPI/PPA, INC. CALIFORNIA INVESTMENT ANNUITY SALES, INC. CIRCLE PENSION, INC. COMPLETE INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA OFPHILADELPHIA HADDON STRATEGIC ALLIANCES, INC. LAMORIELLO & CO., INC. NATIONAL ACTUARIAL PENSION SERVICESPENSIONSERVICES, INC. NATIONAL ASSOCIATES, INC., N.W. PENSION ADMINISTRATION SERVICES, ,INC. PENSION TECHNICAL SERVICES, INC. (dINC.(d/b/a REPTECH CORP.) PENTEC, INC. PENTEC CAPITAL MANAGEMENT, INC. SOUTHEASTERN PENSION SERVICES, ,INC. XXXXXXX SXXXXXX X. XXXXX & ASSOCIATES, INC. THE PENSION ALLIANCE, INC. THE PENSION GROUP, INC. VEBA ADMINISTRATORS, INC. VALLEY FORGE ENTERPRISES, LTD. V.F. ASSOCIATES, INC. VF INVESTMENT SERVICES CORP. VALLEY FORGE CONSULTING CORPORATION By: /s/ Xxxxxx CONSULTINGCORPORATION By:/s/ Sxxxxx X. Xxxx Name: Xxxxxx Sxxxxx X. Xxxx Title: CEO DB1/63714055.2CEO

Appears in 1 contract

Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.)

GUARANTOR'S ACKNOWLEDGEMENT. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment Agreement and the Company's ’s execution thereof; (b) joins the foregoing AmendmentAgreement; (c) ratifies and confirms all of their respective obligations and liabilities under the Financing Agreements to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations under the Securities Purchase Agreement and other Financing Agreements; (d) acknowledges and confirms that the liens and security interests granted pursuant to the Security Documents are and continue to be valid and perfected first liens and security interests, junior in priority only to the liens and security interests of the Senior Creditor pursuant to the Intercreditor Agreement, that secure all of the Obligations on and after the date hereof; and (e) acknowledges, affirms and agrees that, as of the date hereof, such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Collateral Agent or any Holder. DB1/63714055.2 ABR ADVISORS, INC. XXXX X. XXXXXX & ASSOCIATES, INC. ALASKA PENSION SERVICES, LTD. ASSET PRESERVATION CORP. BENEFIT DYNAMICS, INC. BENEFIT MANAGEMENT INC. BPI/PPA, INC. CALIFORNIA INVESTMENT ANNUITY SALES, INC. CIRCLE PENSION, INC. COMPLETE INVESTMENT MANAGEMENT, INC. OF PHILADELPHIA HADDON STRATEGIC ALLIANCES, INC. LAMORIELLO & CO., INC. NATIONAL ACTUARIAL PENSION SERVICES, INC. NATIONAL ASSOCIATES, INC., N.W. PENSION ADMINISTRATION SERVICES, INC. PENSION TECHNICAL SERVICES, INC. (d/b/a REPTECH CORP.) PENTEC, INC. PENTEC CAPITAL MANAGEMENT, INC. SOUTHEASTERN PENSION SERVICES, INC. XXXXXXX X. XXXXX & ASSOCIATES, INC. THE PENSION ALLIANCE, INC. THE PENSION GROUP, INC. VEBA ADMINISTRATORS, INC. VALLEY FORGE ENTERPRISES, LTD. V.F. ASSOCIATES, INC. VF INVESTMENT SERVICES CORP. VALLEY FORGE CONSULTING CORPORATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: CEO DB1/63714055.2CEO

Appears in 1 contract

Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.