Reaffirmation by the Guarantors Sample Clauses

Reaffirmation by the Guarantors. Each of the undersigned (a) acknowledges that (i) it has reviewed that certain Second Amendment (the “Amendment”; capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Amendment), dated as of January [ ], 2016, to that certain Second Amended and Restated Credit Agreement dated as of May 8, 2012 (the “Credit Agreement”), among Cubic Corporation as the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, (ii) that certain Second Amended and Restated Guarantee, dated as of May 8, 2012, (the “Guarantee”) to which it is a party and the other Financing Documents to which it is a party remains in full force and effect, and (iii) under the terms of the Guarantee, it guarantees the Guaranteed Obligations (as defined in the Guarantee) and the other obligations set forth in the Guarantee, and (b) agrees that each Financing Document to which it is a party is hereby reaffirmed, ratified, approved and confirmed in each and every respect, except that, upon the effectiveness of, and on and after the date of, this Amendment, each reference to the Guarantee in the Credit Agreement, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by the Amendment. CUBIC TRANSPORTATION SYSTEMS, INC., a California corporation, as a Guarantor By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer CUBIC DEFENSE APPLICATIONS, INC., a California corporation, as a Guarantor By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer CUBIC SIMULATION SYSTEMS, INC., a California corporation, as a Guarantor By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer OMEGA TRAINING GROUP, INC., a Georgia corporation, as a Guarantor By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer NEXTBUS, INC., a Delaware corporation, as a Guarantor By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer DTECH LABS, INC., a Delaware corporation, as a Guarantor By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer CUBIC GLOBAL DEFENSE, INC., a Delaware corporation, as a Guarantor By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Treasurer
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Reaffirmation by the Guarantors. The Guarantors acknowledge that each is legally and validly indebted to the Lender under the Guaranty of each without defense, counterclaim or offset, and affirms that each Guaranty remains in full force and effect and includes, without limitation, the indebtedness, liabilities and obligations arising under or in any way connected with the Loans, this Agreement and the other Loan Documents, whether now existing or hereafter arising.
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Reaffirmation by the Guarantors. The Guarantors confirm and acknowledge that they are legally and validly indebted to the Bank under the Guaranty of Payment without defense, counterclaim or offset, and affirms that the Guaranty of Payment remains in full force and effect and includes, without limitation, the indebtedness, liabilities and the obligations arising under, or in any way connected with, the Loan, this Agreement and the Loan Documents, whether now existing or hereafter arising and acknowledges that the liens and security interests granted pursuant to the Loan Documents to which such Guarantor is a party secures the foregoing indebtedness and the obligations.
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Reaffirmation by the Guarantors. The undersigned Guarantors hereby reaffirm the grant of security under Section 2.1 of the Secured Guaranty, and hereby reaffirm that such grant of security in the Collateral secures all Guarantor Obligations under the Secured Guaranty as of the date hereof. For the purpose of this Section 5(b), “Collateral” has the meaning given to it in the Secured Guaranty.
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Reaffirmation by the Guarantors. The undersigned Guarantors hereby (i) grant Collateral Agent, for the ratable benefit of the Lenders and the Holder (as defined in the Note) of the Note, to secure the payment and performance in full of all of the Guarantor Obligations (as defined in the Secured Guaranty) (including all obligations under the Note and Note Purchase Agreement), a continuing security interest in, and pledge to Collateral Agent, for the ratable benefit of the Lenders and the Holder (as defined in the Note) of the Note, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof; and (ii) reaffirm the grant of security under Section 2.1 of the Secured Guaranty, affirm that such grant of security in the Collateral secures all Guarantor Obligations under the Note and Note Purchase Agreement and reaffirm that such grant of security in the Collateral secures all Guarantor Obligations under the Secured Guaranty, as of the date hereof. For the purpose of this Section SECTION 5(b), “Collateral” has the meaning given to it in the Secured Guaranty.
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Related to Reaffirmation by the Guarantors

  • Waiver by the Guarantors Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

  • Waiver by the Guarantor The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other Person.

  • Ratification by Guarantors Each of the Guarantors acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein. Each of the Guarantors agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, such Guarantor’s guaranty shall remain in full force and effect without modification thereto and (ii) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s guaranty or any other Loan Document executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects. Each of the Guarantors hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this section. Each of the Guarantors hereby further acknowledges that Borrower, the Administrative Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s guaranty.

  • Indemnification by the Company and the Guarantors The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

  • Reaffirmation of the Guaranty Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under its Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in its Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and deliver of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under its Guaranty in connection with the execution and delivery of amendments to the Credit Agreement, the Notes or any of the other Loan Documents.

  • Consent of the Guarantors Each Guarantor hereby consents, acknowledges and agrees to the amendments and other matters set forth herein and hereby confirms and ratifies in all respects the Guaranty to which it is a party (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments, waivers and consents contemplated hereby) and the enforceability of the applicable Guaranty against the applicable Guarantor in accordance with its terms.

  • Covenants of the Guarantor The Guarantor covenants and agrees through the Termination Date, that:

  • Guarantee by the Company Subject to the terms and conditions hereof, the Company, including in its capacity as holder of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "

  • Reaffirmation of Obligations Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

  • Company to Reaffirm Obligations The Company will, at the time of each exercise of this Warrant, upon the written request of the Holder hereof, acknowledge in writing its continuing obligation to afford to the Holder all rights (including without limitation any rights to registration of the shares of Common Stock issued upon exercise) to which the Holder shall continue to be entitled after exercise in accordance with the terms of this Warrant; provided, however, that if the Holder shall fail to make a request, the failure shall not affect the continuing obligation of the Company to afford the rights to such Holder.

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