Ratification of Guaranties. Each of the Guarantors hereby acknowledges and consents to all of the terms and conditions of this Amendment and hereby ratifies and confirms the Guaranty Agreement to which it is a party to or for the benefit of the Bank. Each of the Guarantors hereby represents and acknowledges that it has no claims, counterclaims, offsets, credits or defenses to the Loan Documents or the performance of its obligations thereunder. Furthermore, each Guarantor agrees that nothing contained in this Amendment shall adversely affect any right or remedy of the Bank under the Guaranty Agreement to which such Guarantor is a party. Each Guarantor hereby agrees that with respect to the Guaranty Agreement to which it is a party, all references in such Guaranty Agreement to the “Guaranteed Obligations” shall include, without limitation, the obligations of the Borrower to the Bank under the Agreement, as amended hereby. Finally, each of the Guarantors hereby represents and acknowledges that the execution and delivery of this Amendment and the other Loan Documents executed in connection herewith shall in no way change or modify its obligations as a guarantor, debtor, pledgor, assignor, obligor and/or grantor under its respective Guaranty Agreement (except as specifically provided in this Section 5.02) and shall not constitute a waiver by the Bank of any of the Bank’s rights against such Guarantor.
Ratification of Guaranties. Each of Parent and by their signature below SLB and JCH, reaffirms its respective obligations under its respective Guaranty, agrees that its respective Guaranty shall remain in full force and effect not withstanding execution of this Amendment and the Amendment Documents, and agrees that its respective Guaranty and the Loan Agreement shall continue to be legal, valid and binding obligations of such Guarantor, enforceable in accordance with the terms therein with regard to the Indebtedness.
Ratification of Guaranties. The Guarantors agree that that certain Business Loan Continuing Guaranty, dated May 16, 1995 (the "Guaranty"), executed by the Guarantors in favor of the Bank, shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of the Guarantors enforceable against Guarantors in accordance with its terms. Furthermore, the Guarantors hereby agree and acknowledge that (a) the obligations, indebtedness and liabilities arising in connection with the Credit Agreement as amended by this Amendment constitute "Debt," as such term is defined in the Guaranty, (b) as of the date hereof, the Guaranty is not subject to any claims, defenses or offsets, (c) nothing contained in the Credit Agreement or this Amendment shall adversely affect any right or remedy of Bank under the Guaranty, and (d) the execution and delivery of this Amendment shall in no way reduce, impair or discharge any obligations of the Guarantors pursuant to the Guaranty.
Ratification of Guaranties. As a material inducement to Lender to enter into this Second Amendment, each Guarantor hereby agrees as follows:
(a) Guarantor acknowledges the continuing validity and effectiveness of the Guaranty Agreement and any other agreements, documents, or instruments securing or otherwise relating to the Guaranties previously executed and delivered by Guarantor (including without limitation any environmental indemnity agreement);
(b) Guarantor hereby joins in this Second Amendment for the purpose of consenting to: (i) this Second Amendment and all other matters, terms and conditions stated in this Second Amendment, and any other agreement, instrument or document executed simultaneously herewith;
(c) No offsets, defenses or counterclaims exist with respect to Guarantor’s obligations under the Guaranty Agreement;
(d) Guarantor, to the fullest extent permitted by law, hereby waives any claim or other right which Guarantor might now have or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability or other obligations under each Guaranty Agreement which Guarantors have executed in favor of Lender, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of Lender against Borrower or any of the Collateral or any other property securing the Loan, whether or not such claim, remedy, or right arises in equity, or under contract, statute, or common law; and
(e) The execution, delivery, and performance by Guarantor of this Second Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.
Ratification of Guaranties. Each Guarantor hereby ratifies and confirms its liability under the Guaranty heretofore executed by it, and, except as stated to the contrary in this paragraph, confirms and agrees that such Guaranty continues in full force and effect with respect to all of the Indebtedness covered by the Loan Agreement, as the same may be restated, amended, modified, renewed, or rearranged from time to time, including, but not limited to, the Indebtedness evidenced by the Note, the Term Note and the Mezzanine Note; provided, however, that the Guaranty of Sabacol relates only to the Indebtedness evidenced by the Term Note and the Mezzanine Note, and the Guaranty of Xxxxx Xxxxxxxxx relates only to the Indebtedness evidenced by the Mezzanine Note and the Term Note. This ratification is given for the purpose of inducing Bank One to enter into this Amendment and each Guarantor is aware that, but for such ratification and agreement contained herein, Bank One would not enter into this Amendment.
Ratification of Guaranties. Each Guarantor hereby (i) ratifies and confirms its respective Guaranty Agreement, (ii) confirms that no Default exists thereunder, and (iii) acknowledges and agrees that the obligations guaranteed thereunder shall include all Rate Management Obligations of Borrower, as defined herein.
Ratification of Guaranties. ACM-Texas and Colonial each hereby (i) ratifies and confirms its respective Guaranty dated June 23, 2005, (ii) confirms that no Default exists thereunder, and (iii) acknowledges and agrees that the obligations guaranteed thereunder shall include all Rate Management Obligations of Borrower, as defined herein.
Ratification of Guaranties. Each Guarantor hereby (a) ratifies the terms and conditions of each of the Original Guaranties, as modified by this First Modification, and its obligations thereunder, (b) represents and warrants that, as of the date hereof, the representations and warranties made by it in the Original Guaranties, as modified by this First Modification, are true, complete and accurate as of the date hereof (or, if any such representation or warranty speaks of a particular date, as of such date), and (c) restates and remakes, as of the date hereof for the benefit of Lender each and every such representation and warranty. Each Guarantor hereby represents and warrants that, as of the date hereof, it is in compliance with all covenants binding on it as set forth in the Original Guaranties, as modified by this First Modification.
Ratification of Guaranties. Each of the undersigned, as guarantors of the obligations under one or more Guaranty Agreements (each, as amended, restated and amended and restated, “Guaranty Agreement”), hereby (a) consents and agrees to this Forbearance Agreement, including without limitation, the terms and provisions of Sections 10, 11, 14, 15(h), 15(i) and 15(j) thereof, and (b) confirms and agrees that is Guaranty Agreement, as amended or restated prior to or concurrently with the execution of this Agreement, is and shall continue to be in full force and effect and is ratified and confirmed in all respects, except that, on and after the Effective Date, each reference in any Guaranty Agreement to the “Loan Agreement,” “thereunder,” “thereof,” “therein” or any other expression of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as modified by the Agreement. By: /s/ Sxxxxx X. Xxxxxx Name: Sxxxxx X. Xxxxxx By: /s/ Dxxxx Xxx Name: Dxxxx X. May By: /s/ W.A. Wxxxxxxxxxxx Name: W.A. Wxxxxxxxxxxx CORETERRA OPERATING, LLC By: /s/ Sxxxxx X. Xxxxxx Name: Sxxxxx X. Xxxxxx Title: Manager The undersigned, being the spouse of Sxxxxx X. Xxxxxx, in order to induce the Administrative Agent and Lenders to forbear from the current exercise of their rights and remedies provided for in the Agreement, based, in part, on the foregoing Ratification of Guaranties, hereby consents to the foregoing Ratification of Guaranties and agrees that all assets listed on any financial statement of Sxxxxx X. Xxxxxx submitted to the Agent from time to time are subject to his liability under the Guaranty Agreement (as defined therein). Without limitation of the foregoing, by execution of this consent, the undersigned acknowledges that it understands the contents of the Ratification of Guaranties (and the Guaranty Agreement) and is aware that, by the provisions thereof, all assets of Sxxxxx X. Xxxxxx, including any community interest, are subject to the Sxxxxx X. Xxxxxx’x liability under the Guaranty Agreement.
Ratification of Guaranties. Each Guarantor hereby consents to this Amendment and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment, the guarantee made by such Guarantor pursuant to Section 9 of the Credit Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.
