Common use of GUARANTY; DEFINITIONS Clause in Contracts

GUARANTY; DEFINITIONS. In consideration of any lease, Master Lease Agreement, Equipment Schedule, credit or other financial accommodation, whether accompanying this Guaranty or made separately, now or hereafter extended or made to STABILIS ENERGY SERVICES, LLC (“Debtor”), or any of them, by M/G Finance Company, Ltd. (“Creditor”), and for other valuable consideration, the undersigned XXXXX XXXXXXXX (“Guarantor”), unconditionally guarantees to Creditor the full and prompt payment and performance when due of any and all Indebtedness, liabilities, debts and other duties of the Debtor to Creditor now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions and substitutions of the same. Guarantor represents and warrants that he/she/it has a direct financial interest in Debtor and that Guarantor will either directly or indirectly benefit from the extension of credit or other financial accommodation made to Debtor. The term “Indebtedness” is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Debtor, or any of them heretofore, now or hereafter made, incurred or created, whether direct, indirect or contingent, voluntary or involuntary and however arising, whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any loan agreement, note, lease, sale, security agreement, swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and all modifications, extensions and renewals thereof, and whether Debtor may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become unenforceable. This Guaranty is a guaranty of payment and not collection, and the obligations of Guarantor hereunder are independent of any obligations of Debtor under any instrument giving rise to Debtor’s Indebtedness to Creditor.

Appears in 6 contracts

Samples: Master Lease Agreement (Stabilis Energy, Inc.), Master Lease Agreement (Stabilis Energy, Inc.), Master Lease Agreement (Stabilis Energy, Inc.)

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GUARANTY; DEFINITIONS. In consideration of any lease, Master Lease Agreement, Equipment Schedule, credit or other financial accommodation, whether accompanying this Guaranty or made separatelyaccommodation heretofore, now or hereafter extended or made to STABILIS ENERGY SERVICESETELECARE GLOBAL SOLUTIONS-US, LLC INC., a Delaware corporation and ETELECARE GLOBAL SOLUTIONS-AZ, INC., an Arizona corporation, and each other corporation, limited liability company or limited partnership whose entire equity interests are directly or indirectly owned by Guarantor or the Borrowers and who may from time to time become a party to the Credit Agreement (as defined below) pursuant to Section 4.11 thereof (collectively, the DebtorBorrowers”), or any of them, by M/G Finance CompanyWXXXX FARGO BANK, Ltd. NATIONAL ASSOCIATION (“CreditorBank”), and for other valuable consideration, the undersigned XXXXX XXXXXXXX ETELECARE GLOBAL SOLUTIONS, INC., a Metro-Manila corporation (“Guarantor”), unconditionally guarantees and promises to Creditor pay to Bank, or order, on demand in lawful money of the full United States of America and prompt payment and performance when due of in immediately available funds, any and all Indebtedness, liabilities, debts and other duties indebtedness of any of the Debtor Borrowers to Creditor now existing or later incurredBank under the Loan Documents (as defined in the Credit Agreement) (collectively, matured or unmatured“Indebtedness”). Without limiting the foregoing, direct or contingent, and any renewals, extensions and substitutions of the same. Guarantor represents and warrants that he/she/it has a direct financial interest in Debtor and that Guarantor will either directly or indirectly benefit from the extension of credit or other financial accommodation made to Debtor. The he term “Indebtedness” is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of DebtorBorrowers under the Loan Documents, or any of them them, heretofore, now or hereafter made, incurred or created, whether direct, indirect or contingent, voluntary or involuntary and however arising, whether due or to become not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any loan agreement, note, lease, sale, security agreement, swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and all modifications, extensions and renewals thereof, and whether Debtor Borrowers may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become becomes unenforceable, including, without limitation, Borrowers’ obligations pursuant to the Security Agreement dated July 23, 2007 by Borrowers in favor of Bank, the Credit Agreement dated July 23, 2007 between Borrowers and Bank (“Credit Agreement”), and the Revolving Line of Credit Note dated July 23, 2007 by Borrowers in favor of Bank. This Guaranty is a guaranty of payment and not collection, and the obligations of Guarantor hereunder are independent of any obligations of Debtor under any instrument giving rise to Debtor’s Indebtedness to Creditor.

Appears in 1 contract

Samples: eTelecare Global Solutions, Inc.

GUARANTY; DEFINITIONS. In consideration of any lease, Master Lease Agreement, Equipment Schedule, the credit or other financial accommodation, whether accompanying this Guaranty or made separately, now or hereafter accommodation described herein and extended or made to STABILIS ENERGY SERVICESSEASTAR MEDICAL HOLDING CORPORATION, LLC a Delaware corporation (“DebtorBorrower”), or any of them, by M/G Finance Company, Ltd. (“Creditor”)Xxxxxx, and for other valuable consideration, the undersigned XXXXX XXXXXXXX undersigned, SEASTAR MEDICAL, INC., a Delaware corporation (“Guarantor”), unconditionally guarantees and promises to Creditor pay to Lender, or order, on demand in lawful money of the full United States of America and prompt payment and performance when due of in immediately available funds, any and all Indebtedness, liabilities, debts and other duties Indebtedness of the Debtor Borrower to Creditor now existing Lender in connection with that certain Consolidated Amended and Restated Promissory Note dated as of even date herewith executed by Xxxxxxxx and payable to the order of Lender in the principal sum of $2,785,000.00 (“Promissory Note”), together with all extensions, renewals and/or modifications of same (which Indebtedness in connection with or later incurredrelating to the Promissory Note and all such extensions, matured or unmaturedrenewals and/or modifications shall be referred to herein as the “Note Indebtedness”), direct or contingent, all without relief from valuation and any renewals, extensions and substitutions of the same. Guarantor represents and warrants that he/she/it has a direct financial interest in Debtor and that Guarantor will either directly or indirectly benefit from the extension of credit or other financial accommodation made to Debtorappraisement laws as applicable. The term “Indebtedness” is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of DebtorBorrower, or any of them heretofore, now or hereafter made, incurred or created, whether direct, indirect or contingent, voluntary or involuntary and however arising, whether due or to become not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any loan agreement, note, lease, sale, security agreement, swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and all modifications, extensions and renewals thereof, and whether Debtor the Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become becomes unenforceable. This Guaranty is a guaranty of payment and not collection, and the obligations of Guarantor hereunder are independent of any obligations of Debtor under any instrument giving rise to Debtor’s Indebtedness to Creditor.

Appears in 1 contract

Samples: SeaStar Medical Holding Corp

GUARANTY; DEFINITIONS. In consideration of any lease, Master Lease Agreement, Equipment Schedule, credit or other financial accommodation, whether accompanying this Guaranty or made separatelyaccommodation heretofore, now or hereafter extended or made to STABILIS ENERGY SERVICESEnviroStar, LLC Inc., a Delaware corporation (“Debtor”"Borrower"), or any of themby XXXXX FARGO BANK, by M/G Finance Company, Ltd. NATIONAL ASSOCIATION (“Creditor”"Bank"), and for other valuable consideration, the undersigned XXXXX XXXXXXXX AADVANTAGE LAUNDRY SYSTEMS, INC., a Delaware corporation ("Guarantor"), jointly and severally unconditionally guarantees and promises to Creditor pay to Bank, after the full occurrence and prompt payment during the continuance of an Event of Default (as such term is defined in the Credit Agreement dated as of October 7, 2016 between Borrower and performance when due Bank, as amended by that certain Amendment to Credit Agreement and Other Loan Documents dated as of June 23, 2017, as amended by that certain Second Amendment to Credit Agreement and Other Loan Documents dated as of October 30, 2017, and as amended by that certain Third Amendment to Credit Agreement and Other Loan Documents dated of even date herewith (as the same may be further amended or modified from time to time, the “Credit Agreement”) in lawful money of the United States of America and in immediately available funds, any and all Indebtedness, liabilities, debts and other duties Indebtedness of any of the Debtor Borrower to Creditor now existing or later incurredBank, matured or unmatured, direct or contingent, all without relief from valuation and any renewals, extensions and substitutions of the same. Guarantor represents and warrants that he/she/it has a direct financial interest in Debtor and that Guarantor will either directly or indirectly benefit from the extension of credit or other financial accommodation made to Debtorappraisement laws as applicable. The term "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of DebtorBorrower, or any of them heretofore, now or hereafter made, incurred or created, whether direct, indirect or contingent, voluntary or involuntary and however arising, whether due or to become not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any loan agreement, note, lease, sale, security agreement, swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and all modifications, extensions and renewals thereof, and whether Debtor the Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become becomes unenforceable. This Guaranty is a guaranty of payment and not collection. Guarantor’s obligations under this Guaranty are secured by that certain Security Agreement dated of even date herewith from Borrower, Guarantor and the obligations certain other entities in favor of Guarantor hereunder are independent of any obligations of Debtor under any instrument giving rise to Debtor’s Indebtedness to CreditorBank.

Appears in 1 contract

Samples: EnviroStar, Inc.

GUARANTY; DEFINITIONS. In consideration of any lease, Master Lease Agreement, Equipment Schedule, credit or other financial accommodation, whether accompanying this Guaranty or made separatelyaccommodation heretofore, now or hereafter extended or made to STABILIS ENERGY SERVICESEnviroStar, LLC Inc., a Delaware corporation (“Debtor”"Borrower"), or any of themby WXXXX FARGO BANK, by M/G Finance Company, Ltd. NATIONAL ASSOCIATION (“Creditor”"Bank"), and for other valuable consideration, the undersigned XXXXX XXXXXXXX MXXXXX-XXX LAUNDRY SYSTEMS, INC., a Delaware corporation ("Guarantor"), jointly and severally unconditionally guarantees and promises to Creditor pay to Bank, after the full occurrence and prompt payment during the continuance of an Event of Default (as such term is defined in the Credit Agreement dated as of October 7, 2016 between Borrower and performance when due Bank, as amended by that certain Amendment to Credit Agreement and Other Loan Documents dated as of even date herewith, (as the same may be further amended or modified from time to time, the “Credit Agreement”) in lawful money of the United States of America and in immediately available funds, any and all Indebtedness, liabilities, debts and other duties Indebtedness of any of the Debtor Borrower to Creditor now existing or later incurredBank, matured or unmatured, direct or contingent, all without relief from valuation and any renewals, extensions and substitutions of the same. Guarantor represents and warrants that he/she/it has a direct financial interest in Debtor and that Guarantor will either directly or indirectly benefit from the extension of credit or other financial accommodation made to Debtorappraisement laws as applicable. The term "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of DebtorBorrower, or any of them heretofore, now or hereafter made, incurred or created, whether direct, indirect or contingent, voluntary or involuntary and however arising, whether due or to become not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any loan agreement, note, lease, sale, security agreement, swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and all modifications, extensions and renewals thereof, and whether Debtor the Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become becomes unenforceable. This Guaranty is a guaranty of payment and not collection. Guarantor’s obligations under this Guaranty are secured by that certain Security Agreement dated of even date herewith from Borrower, Guarantor and the obligations certain other entities in favor of Guarantor hereunder are independent of any obligations of Debtor under any instrument giving rise to Debtor’s Indebtedness to CreditorBank.

Appears in 1 contract

Samples: EnviroStar, Inc.

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GUARANTY; DEFINITIONS. In consideration of any lease, Master Lease Agreement, Equipment Schedule, credit or other financial accommodation, whether accompanying this Guaranty or made separatelyaccommodation heretofore, now or hereafter extended or made to STABILIS ENERGY SERVICESEnviroStar, LLC Inc., a Delaware corporation (“Debtor”"Borrower"), or any of themby XXXXX FARGO BANK, by M/G Finance Company, Ltd. NATIONAL ASSOCIATION (“Creditor”"Bank"), and for other valuable consideration, the undersigned XXXXX XXXXXXXX TRI-STATE TECHNICAL SERVICES, INC., a Delaware corporation ("Guarantor"), jointly and severally unconditionally guarantees and promises to Creditor pay to Bank, after the full occurrence and prompt payment during the continuance of an Event of Default (as such term is defined in the Credit Agreement dated as of October 7, 2016 between Borrower and performance when due Bank, as amended by that certain Amendment to Credit Agreement and Other Loan Documents dated as of June 23, 2017, as amended by that certain Second Amendment to Credit Agreement and Other Loan Documents dated of even date herewith (as the same may be further amended or modified from time to time, the “Credit Agreement”) in lawful money of the United States of America and in immediately available funds, any and all Indebtedness, liabilities, debts and other duties Indebtedness of any of the Debtor Borrower to Creditor now existing or later incurredBank, matured or unmatured, direct or contingent, all without relief from valuation and any renewals, extensions and substitutions of the same. Guarantor represents and warrants that he/she/it has a direct financial interest in Debtor and that Guarantor will either directly or indirectly benefit from the extension of credit or other financial accommodation made to Debtorappraisement laws as applicable. The term "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of DebtorBorrower, or any of them heretofore, now or hereafter made, incurred or created, whether direct, indirect or contingent, voluntary or involuntary and however arising, whether due or to become not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any loan agreement, note, lease, sale, security agreement, swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and all modifications, extensions and renewals thereof, and whether Debtor the Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become becomes unenforceable. This Guaranty is a guaranty of payment and not collection. Guarantor’s obligations under this Guaranty are secured by that certain Security Agreement dated of even date herewith from Borrower, Guarantor and the obligations certain other entities in favor of Guarantor hereunder are independent of any obligations of Debtor under any instrument giving rise to Debtor’s Indebtedness to CreditorBank.

Appears in 1 contract

Samples: EnviroStar, Inc.

GUARANTY; DEFINITIONS. In consideration of any lease, Master Lease Agreement, Equipment Schedule, credit or other financial accommodation, whether accompanying this Guaranty or made separatelyaccommodation heretofore, now or hereafter extended or made to STABILIS ENERGY SERVICESCOMMUNICATIONS SYSTEMS, LLC INC., a Minnesota corporation (together with any other person or entity that becomes a borrower under the Credit Agreement referenced below from time to time, collectively, DebtorBorrowers”), or any of them, by M/G Finance CompanyWXXXX FARGO BANK, Ltd. NATIONAL ASSOCIATION (“CreditorBank”), and for other valuable consideration, each of the undersigned XXXXX XXXXXXXX ECESSA CORPORATION, a Minnesota corporation (“GuarantorEcessa”), JDL TECHNOLOGIES, INCORPORATED, a Minnesota corporation (“JDL”), TRANSITION NETWORKS, INC., a Minnesota corporation (“Transition Networks”), and TWISTED TECHNOLOGIES, INC., a Georgia corporation (“Twisted”; together with Ecessa, JDL and Transition Networks, each a “Guarantor” and collectively, “Guarantors”), jointly and severally unconditionally guarantees and promises to Creditor pay to Bank, or order, on demand in lawful money of the full United States of America and prompt payment and performance when due of in immediately available funds, any and all Indebtedness, liabilities, debts and other duties Indebtedness of any of the Debtor Borrowers to Creditor now existing or later incurredBank, matured or unmatured, direct or contingent, all without relief from valuation and any renewals, extensions and substitutions of the same. Guarantor represents and warrants that he/she/it has a direct financial interest in Debtor and that Guarantor will either directly or indirectly benefit from the extension of credit or other financial accommodation made to Debtorappraisement laws as applicable. The term “Indebtedness” is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of DebtorBorrowers and Guarantors, or any of them them, including, without limitation, all Obligations (as defined in the Credit Agreement) under the Credit Agreement of even date herewith between the Borrowers and Bank (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), in each case heretofore, now or hereafter made, incurred or created, whether direct, indirect or contingent, voluntary or involuntary and however arising, whether due or to become not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any loan agreement, note, lease, sale, security agreement, swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement, and all modifications, extensions and renewals thereof, and whether Debtor any of the Borrowers or Guarantors may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter become becomes unenforceable. This Guaranty is a guaranty of payment and not collection, and the obligations of Guarantor hereunder are independent of any obligations of Debtor under any instrument giving rise to Debtor’s Indebtedness to Creditor.

Appears in 1 contract

Samples: Communications Systems Inc

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