Ratification and Assumption. (a) Clipper hereby assumes each of the Guaranteed Obligations of Borrower (as defined in the Guaranty) including, without limitation, any Guaranteed Obligations of Borrower that arise in connection with a Payment Recourse Event (as defined in the Guaranty), whether such Guaranteed Obligations of Borrower shall arise on, after or prior to the date of assumption. Clipper hereby further assumes all other obligations of the Guarantor as set forth in the Guaranty and all obligations of the Indemnitor as set forth in the Environmental Indemnity and agrees to observe, comply with, pay and perform all of the terms, covenants, conditions and indemnifications of the Guarantor and/or the Indemnitor (as applicable) to be paid and/or performed rising either prior to the date of assumption or from and after the date of assumption with the same force and effect as if each of the Guaranty and the Environmental Indemnity had originally been executed by Clipper. The Existing Guarantor and Clipper shall be jointly and severally liable for all obligations of Guarantor pursuant to the terms of the Guaranty and the Indemnitor pursuant to the terms of the Environmental Indemnity. In addition to the other agreements of Guarantor set forth herein, by executing this Agreement in the space provided below, each of Original Guarantor and Clipper hereby (a) without implying that such consent is necessary, consents to the modifications made to the Original Loan Agreement and the other Loan Documents herein, (b) ratifies and confirms to Lender that all of the terms, representations, warranties, covenants, indemnifications and other provisions of the Guaranty and the Environmental Indemnity are true and shall remain in full force and effect, without change, except as modified by this Agreement, (c) acknowledges and agrees that neither Clipper nor Original Guarantor has any offsets or defenses against its obligations under the Guaranty and the Environmental Indemnity, and (d) acknowledges and agrees that all references in the Guaranty and the Environmental Indemnity to any Loan Document(s) shall henceforth be deemed to refer to such Loan Document(s), as amended by this Agreement.
Ratification and Assumption. Except to the extent amended hereby, the terms and provisions of the Agreement shall remain in full force and effect and are ratified, confirmed and approved in all respects. MedCath Corporation hereby accepts, agrees to, and acknowledges all such terms and provisions, and agrees to assume all obligations of the Company under the Agreement as if MedCath Corporation were the "Company" under the Agreement.
Ratification and Assumption. New Guarantor as the surviving corporation of the respective Mergers hereby expressly assumes, ratifies, restates and confirms the Obligations and the Financing Agreements to which Parent and Intermediate are parties or by which Parent or Intermediate or their respective properties are bound and New Guarantor confirms and ratifies its assumption of the Obligations and such Financing Agreements pursuant to the Mergers, the Merger Documents and by operation of law and its continuing liability in respect thereof as the surviving corporation of the Mergers. Without limiting the generality of the foregoing, (i) New Guarantor agrees to perform, comply with and be bound by all terms, conditions and covenants of the Loan Agreement and the other Financing Agreements applicable to Parent and Intermediate and as applied to each of Parent and Intermediate with the same force and effect as if New Guarantor had originally executed and been an original Guarantor party signatory to the Loan Agreement and the other Financing Agreements and (ii) New Guarantor is deemed to make as of the date hereof, and is, in all respects, bound by, all representations, warranties and covenants made by a Guarantor set forth in the Loan Agreement or in any of the other Financing Agreements.
