Guaranty of Indebtedness Sample Clauses

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).
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2See All (7)
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"). 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 cooperate in all efforts to implement such Bottom Guaranty before December 31st of the calendar year in which such Limited Partner so notifies the Partnership. 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; provided, however, that in the event that such Bottom Guaranty is required as a result of the failure or inability to satisfy the requirements of Section 6.2.B hereof, all such costs and expenses shall be borne by the Partnership. 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 Bottom Guaranty in relation to all outstanding Bottom Guaranties of all Partners, regardless of when any such Bottom G...
Sample 1
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...
Sample 1
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.
Sample 1

Related to Guaranty of Indebtedness

  • Payment of Indebtedness Pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade payables, to normal payment practices) all its obligations and liabilities of whatever nature, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being contested in good faith by appropriate proceedings and each Borrower shall have provided for such reserves as Agent may reasonably deem proper and necessary, subject at all times to any applicable subordination arrangement in favor of Lenders.

  • Subordination of Indebtedness Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to Bank, except as such indebtedness or other obligation is expressly permitted to be paid under the Credit Agreement; and such indebtedness of Borrower to Guarantor is assigned to Bank as security for this Guaranty, and if Bank so requests shall be collected, enforced and received by Guarantor in trust for Bank and to be paid over to Bank on account of the Obligations of Borrower to Bank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Bank.

  • Repayment of Indebtedness Except as disclosed in the Registration Statement and the Prospectus, the Company does not intend to use any of the proceeds from the sale of the Shares to repay any debt owed to the Sales Agent or the Forward Seller or any affiliate thereof.

  • Prepayment of Indebtedness At any time, directly or indirectly, prepay any Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower.

  • Confirmation of Indebtedness Borrowers confirm and acknowledge that as of the close of business on September 30, 2014, Borrowers were indebted to Lenders for the (a) Advances under the Loan Agreement without any deduction, defense, setoff, claim or counterclaim, of any nature, in the aggregate principal amount of $22,817,930.38 due on account of Revolving Advances and $0.00 on account of undrawn Letters of Credit, plus in each case all fees, costs and expenses incurred to date in connection with the Loan Agreement.

  • Payments of Indebtedness Such Obligor will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) payments of the Obligations, (ii) scheduled payments of other Indebtedness and (iii) repayment of intercompany Indebtedness permitted in reliance upon Section 9.01(f).

  • Evidence of Indebtedness (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. (c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

  • Prepayments, Etc. of Indebtedness (a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that Xxxxxxx elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of Xxxxxxx calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied. (b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

  • Satisfaction of Indebtedness Your securities and other property, in any account in which you have an interest, will be subject to a lien for the discharge of any and all indebtedness or any other obligations. All securities and other property of yours will be held by HTS or your Financial Professional as security for the payment of any such obligations or indebtedness in any account that you may have an interest, subject to applicable law. HTS or your Financial Professional may, at any time and without prior notice to you, use and/or transfer any or all securities and other property in any account(s) in which the Customer has an interest.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!