Guaranty of Indebtedness. Guarantor or hereby unconditionally guarantees to the Agent and to each Lender the full and prompt payment when due of all Indebtedness of Debtor due and to become due the Agent and/or each Lender. The Agent and/or each Lender may have immediate recourse against Guarantor for full and immediate payment of the Indebtedness at any time after the Indebtedness has not been paid in full at its maturity (whether at fixed maturity or maturity accelerated after a default under the terms of the Credit Agreement).
Guaranty of Indebtedness. For valuable consideration, receipt of ------------------------ which is hereby acknowledged, each Guarantor jointly, severally, irrevocably and unconditionally guarantees and promises to pay to Lender, or order, on demand in lawful money of the United States of America, any and all Indebtedness of Borrower to Lender arising from or in connection with the Loan Agreement and all other Loan Documents. The word "Indebtedness" is used herein in its most comprehensive sense and includes (a) the indebtedness evidenced by the Note; (b) any and all existing and future obligations of Borrower to Lender under the Loan Documents and any and all other existing and future obligations and liabilities of Borrower made, incurred or created in connection with the transaction to which the Loan Documents relate, whether due or not due, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, or whether such indebtedness may be or hereafter become invalid or otherwise unenforceable; (c) any and all amendments, modifications, renewals and/or extensions of any of the foregoing, including without limitation amendments, modifications, renewals or extensions which are evidenced by a new or additional instrument, document or agreement or which change the rate of interest on any such indebtedness; and (d) any and all interest that accrues on all or any part of such indebtedness after the filing of any petition or pleading by or against Borrower or any other Person for a proceeding under any chapter or provision of any present or future federal bankruptcy legislation or amendments thereto.
Guaranty of Indebtedness. Any Partner shall have the right (but not the obligation), exercisable upon written notice to the Partnership, to elect to guaranty all or any portion of any loans and advances to the Partnership, if any, in an amount which, when taken with the liabilities otherwise allocated to such Partner, shall cause such Partner's tax basis in such Partner's Partnership Interest to exceed zero but not to exceed ten percent (10%) of the amount of such Partner's Capital Account as of the date hereof (or in the event that such Partner is a successor to any initial Partner, ten percent (10%) of such Partner's proportionate share of the amount of its predecessor's initial Capital Account) (any such guaranty, a "Bottom Guaranty"). If requested not less than thirty days in advance by the Limited Partners, the Partnership shall provide to the Limited Partners, by November 1st of each calendar year, information sufficient to permit the Limited Partners to determine (i) their respective shares of the Partnership's liabilities at July 1 of such calendar year and any changes therein reasonably anticipated to occur by December 31st of such calendar year and (ii) their respective tax bases in their Partnership Interests at July 1 of such calendar year. If a Limited Partner notifies the Partnership that it wishes to enter into a Bottom Guaranty of Partnership indebtedness pursuant to this Section 4.5, the Partnership shall reasonably cooperate in efforts to implement such Bottom Guaranty before December 31st of the calendar year in which such Limited Partner so notifies the Partnership. Nothing in this Section or in any other instrument shall constitute or be deemed to constitute a representation or warranty by the Partnership or the General Partner (or any affiliate of the General Partner) of the treatment of the Bottom Guaranty for tax purposes. The Partner providing or requesting to provide any Bottom Guaranty shall bear all costs and expenses incurred by it, and all third-party out of pocket costs incurred by the Partnership and the General Partner (and shall reimburse the Partnership and the General Partner promptly upon demand), in connection with any request to provide a Bottom Guaranty, including, without limitation, all costs and expenses which may become due to the lender in connection therewith. In the event that two or more Partners have provided a Bottom Guaranty, the liability of such Partners thereunder shall be pro rata in accordance with the amount of such Partner's...
Guaranty of Indebtedness. For valuable consideration, The American Materials & Technologies Corporation, a Delaware corporation ("Guarantor"), unconditionally guaranties and promises to pay to Grafalloy L.P., a Delaware limited partnership ("Payee"), or order, on demand, any and all Indebtedness (as defined below) of Grafalloy Acquisition Corporation, a Delaware corporation ("Maker"), to Payee, if Maker fails to pay any or all of the Indebtedness at the time or times and in the manner provided for payment. The word "Indebtedness" as used in this Guaranty means all of Maker's indebtedness and obligations to Payee evidenced by (a) the 7% Secured Subordinated Non-Negotiable Promissory Note, of even date herewith, in the original principal amount of $800,000.00, executed by Maker in favor of Payee (the "Purchase Note"), including, principal, interest, and other charges, all costs of collection, including, attorneys' fees and expenses, if any, and all extensions, renewals, modifications and amendments of the Purchase Note; (b) the 12% Secured Subordinated NonNegotiable Promissory Note of even date herewith, in the original principal amount of $747,254.00, executed by Maker in favor of Payee (the "Prince Note"), including, principal, interest, late charges and other charges, all costs of collection, including, attorneys' fees and expenses, if any, and all extensions, renewals, modifications and amendments of the Prince Note; (c) the 7% Unsecured Subordinated Non-Negotiable Promissory Note of even date herewith, in the original principal amount of $175,000.00, executed by Maker in favor of Payee (the "Shareholder Note"), including, principal, interest, and other charges, all costs of collection, including attorneys' fees and expenses, if any, and all extensions, renewals, modifications and amendments of the Shareholder Note; (d) the Asset Purchase Agreement dated as of February 27, 1997, between Maker, Payee, Guarantor and Grafalloy, Inc. ("the Asset Purchase Agreement"), including, all costs of collection, including, attorneys' fees and expenses, if any, and all modifications and amendments of the Asset Purchase Agreement; and (e) any document, instrument or agreement executed in connection with Maker's obligations evidenced by the Purchase Note, the Prince Note, the Shareholder Note, or the Asset Purchase Agreement, including, the Security Agreement of even date herewith between Maker and Payee, or other security document. It is not necessary for Payee to inquire into the powers of Make...
Guaranty of Indebtedness. Cachet hereby guarantees unconditionally the payment of all amounts due under the Leased and the satisfaction of all terms and obligations under the Lease.
