Guaranty and Indemnification. In consideration of financing provided or to be provided by you to Solvenson Crane Rentals, Inc. ("Dealer"), and for other good and valuable consideration received, the undersigned (individually and/or collectively "Guarantor") unconditionally and absolutely guaranty to DFS, from property held separately, jointly or in community, the immediate payment when due of all current and future liabilities owed by Dealer to DFS, whether such liabilities are direct, indirect or owed by Dealer to a third party and acquired by DFS ("Liabilities"). Guarantor will pay DFS on demand the full amount of all sums owed by Dealer to DFS, together with all costs and expenses (including, without limitation, reasonable attorneys' fees). Guarantor also indemnifies and holds DFS harmless from and against all (a) losses, costs and expenses DFS incurs and/or is liable for (including, without limitation, reasonable attorneys' fees) and (b) claims, actions and demands made by Dealer or any third party against DFS; which in any way relate to any relationship or transaction between DFS and Dealer.
Guaranty and Indemnification. In consideration of financing provided or to be provided by you to ePlus Technology, inc. ("Dealer"), and for other good and valuable consideration received, the undersigned (individually and/or collectively "Guarantor") unconditionally and absolutely guaranty to CDF, from property held separately, jointly or in community, the immediate payment when due of all current and future liabilities ("Liabilities") owed by Dealer to CDF for inventory financed by CDF: (i) which is the subject of a purchase order issued by Guarantor to Dealer and (ii) for which Dealer has not received payment in full ("CDF-Financed Inventory").
Guaranty and Indemnification a. For value received, and in consideration of and as an inducement for the financial accommodations (the term financial accommodations is used in its most comprehensive sense to include any transaction or arrangement resulting in a debtor-creditor transaction) heretofore or at any time hereafter extended by the Beneficiary to or for the account of Debtor, Guarantor hereby unconditionally guarantees the prompt payment of the Obligations to the extent of the Guaranteed Amount, upon demand, when due, by reason of acceleration or otherwise, including interest on the principal amount thereof as are provided for in any applicable promissory note.
b. Guarantor further agrees to indemnify the Beneficiary for all expenses, including without limitation reasonable attorneys' fees, court costs and related legal expenses, incurred by the Beneficiary in endeavoring to collect the Guaranteed Amount, or any part thereof from the Guarantor, or enforcing this Guaranty.
c. The right of recovery against Guarantor under this Guaranty is in addition to Guarantor's liability under any other obligations or guarantees of Guarantor for the benefit of the Beneficiary; and such right of recovery shall exist notwithstanding any right or power of Debtor or anyone else to assert any claim or defense as to the genuineness, regularity, validity or enforceability of any of the Obligations, any collateral security therefor or any other Guaranty thereof.
d. Notwithstanding any other provision herein, the right to recovery against the Guarantor under this Guaranty shall exclude (i) the right to foreclose upon, collect or otherwise assert a claim, judgment or lien of any type against, the real property owned by Guarantor that is identified by the following Jefferson County, Colorado Schedule Number, to wit: 034099, 034041, 407933, 199704, 131585, 407936 and 143519, and all improvements located on said parcels; (ii) all home furnishings, artwork and other personal property now or hereafter located on any of said parcels; (iii) the right to levy upon any titled vehicle now or hereafter held in Guarantor's name or leased by Guarantor; (iv) the right to garnish Guarantor's defined benefit profit sharing, 401(k) or other similar retirement or pension plans adopted by Debtor; (v) the right to garnish or withhold Guarantor's salary from Debtor; and (vi) the right to levy upon any insurance proceeds payable upon the death of Guarantor or in respect to casualty, loss or damage of any of the property d...
Guaranty and Indemnification. To induce the Banks to enter into this Agreement, the Guarantor, for value received, hereby irrevocably and unconditionally guaranties the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of (i) all indebtedness and obligations owing by the Borrower to the Administrative Agent, the Issuer and the Banks under or in connection with this Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Loans and all Reimbursement Obligations, and the payment of all interest, fees, charges, attorneys fees and other amounts payable to the Administrative Agent, the Issuer and the Banks hereunder or thereunder or in connection therewith; and (ii) all amounts in respect of the foregoing (including, but not limited to, post-petition interest) which would become due but for the operation of the automatic stay under section 362(a) of the United States Bankruptcy Code of 1978 or other applicable bankruptcy, insolvency or similar law ((i) and (ii) collectively referred to as (the "Guarantied Obligations"). The Guarantor, for value received, hereby indemnifies each Bank immediately on demand against any loss or liability suffered by that Bank if any obligation expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount the Bank would otherwise have been entitled to recover. Guaranty of Payment and Not of Collection NY:791404.13 . The guaranty by the Guarantor under this Article is a guaranty of payment, and not of collection, and a debt of the Guarantor for its own account. Accordingly, none of Administrative Agent, the Issuer or the Banks shall be obligated or required before enforcing the obligations of the Guarantor under this Article against the Guarantor: (a) to pursue any right or remedy any of them may have against the Borrower or any other Person or commence any suit or other proceeding against the Borrower or any other Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower or any other Person; or (c) to make demand of the Borrower or any other Person or to enforce or seek to enforce or realize upon any collateral security held by the Administrative Agent, the Issuer or any of the Banks which may secure any of the Guarantied Obligations.
Guaranty and Indemnification. Guarantor shall execute and deliver to Lender a Guaranty and Indemnification Agreement in substantially the form of EXHIBIT E ("New Guaranty") attached hereto, pursuant to which Guarantor shall guaranty and indemnify Lender with respect to the United Bank Reimbursement Obligations; provided, however, the aggregate obligations of Guarantor with respect to the Original Guaranties and the New Guaranty, shall be limited to $5,000,000 plus Enforcement Costs, as defined in the New Guaranty.
Guaranty and Indemnification. 55 SECTION 10.01. Guaranty and Indemnification 55 SECTION 10.02. Guaranty of Payment and Not of Collection 55 SECTION 10.03. Guaranty Absolute 56 SECTION 10.04. Waiver 56 SECTION 10.05. Inability to Accelerate 56 SECTION 10.06. Reinstatement of Guarantied Obligations 56 SECTION 10.07. Subrogation 56 SECTION 10.08. Expenses 56 SECTION 10.09. Cumulative Rights 56 SECTION 10.10. Nature of Rights 57 NY:791404.13 EXHIBIT A Form of Opinion of Counsel for the Administrative Agent on behalf of the Banks EXHIBIT B Form of Opinion of Counsel for the Borrower EXHIBIT C Form of Assignment and Acceptance EXHIBIT D-1 Form of Notice of Borrowing EXHIBIT D-2 Form of Notice of Continuation EXHIBIT E Form of Compliance Certificate EXHIBIT F Form of Accession Letter Schedule 1.01(a) Commitments and Lending Offices Schedule 2.06 Mandatory Costs Schedule 4.05 Litigation Schedule 4.08 Subsidiaries Schedule 5.06 Existing Liens Schedule 9.21 Conditions Precedent Required To Be Delivered By An Additional Borrower NY:791404.13 NY:791404.13 FIVE YEAR CREDIT AGREEMENT
Guaranty and Indemnification. The Guarantor hereby unconditionally and irrevocably guarantees to the Assignee the fidelity of the Assignor, and hereby agrees to indemnify and save harmless the Assignee and its agents, servants, employees and successors and assigns from and against any all liabilities, claims, debts, obligations, losses and proceedings and any costs attributable to them (including reasonable attorney's fees), of any nature or kind whatsoever, that may result from (a) any fraud or misrepresentation by the Assignor or the Guarantor in connection with the Factoring Arrangement, or (b) any breach of any representation or warranty by the Assignor or the Guarantor under any of the Factoring Documents. The Guarantor shall pay the amount of any such liabilities, claims, debts, obligations, losses and proceedings (together with all costs attributable to them) immediately upon demand.
Guaranty and Indemnification. Guarantor hereby irrevocably, unconditionally and absolutely guarantees that KRC shall fully and timely perform all of its obligations and agreements of any nature or kind now or hereafter existing or created pursuant to the Members Operating Agreement subject to and in accordance with the Members Operating Agreement (including any cure period that may be afforded KRC under the applicable provisions of the members operating agreement). Guarantor further agrees to indemnify the Company, WVRT and WVRT's Affiliates from and against any cost, expense, claim, obligation, loss, liability or amount asserted against or that any of them may become liable for or bear arising out of the failure of KRC to fully and timely perform all of its obligations and agreements of any nature or kind now or hereafter existing or created pursuant to the Members Operating Agreement subject to and in accordance with the members operating Agreement (including any cure period that may be afforded KRC under the applicable provisions of the Members Operating Agreement).
Guaranty and Indemnification. Master Franchisee warrants and represents that the individuals listed in Exhibit B hereto are the “Owner(s)” of Master Franchisee. If Master Franchisee is a corporation, partnership, or other entity, or if any successor to or assignee of Master Franchisee is a corporation, partnership, or other entity, then all of the Owners thereto, each person who is or becomes an Owner, must execute a Guarantee, Indemnification, and Acknowledgment, in the form attached hereto as Exhibit F and incorporated herein by reference, undertaking to be bound jointly and severally by the terms and obligations of this Agreement.
Guaranty and Indemnification. For value received, and in consideration of and as an inducement for Lender to make the Loan to or for the account of Borrower, Guarantor hereby unconditionally guarantees the prompt payment, performance, and observance of the Obligations, upon demand, when due by reason of acceleration or otherwise. Guarantor further Active/52667782.1 agrees to pay and to indemnify Lender for all costs and expenses, including, without limitation, reasonable attorneys’ fees incurred by Lender in endeavoring to collect the Obligations and to enforce this Guaranty. Such attorneys’ fees shall include any and all fees or costs actually incurred and commonly charged by law firms in relation to such matters, such as attorneys’ fees for appeals or bankruptcies and fees for paralegals and legal assistants. The right of recovery against Guarantor under this Guaranty is in addition to Guarantor’s liability under any other obligations or guaranties of Guarantor for the benefit of Lender.
