Term of Guaranty; Warranties. This Guaranty Agreement shall continue in full force and effect until the Company's Obligations are fully and indefeasibly paid, performed and discharged. This Guaranty Agreement covers the Company's Obligations whether presently outstanding or arising subsequent to the date hereof. Each Guarantor warrants and represents to the Noteholders (a) that such Guarantor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) that such Guarantor has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, (c) that the execution and delivery by such Guarantor of this Guaranty Agreement and the other Revolving Credit Documents, if any, to which it is a party and the performance by such Guarantor of its obligations hereunder and thereunder are within the corporate power of such Guarantor, have been duly authorized by all necessary organizational action, require no action by or in respect of, or filing with, any governmental body, agency or official (except for any such action or filing that has been taken and is in full force and effect) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of any of the constitutional documents of such Guarantor or of any material agreement, judgment, injunction, order, decree, or other material instrument binding upon such Guarantor or result in the creation or imposition of any Lien on any asset of such Guarantor and (d) that this Guaranty Agreement and the other Revolving Credit Documents, if any, to which such Guarantor is a party constitute valid, binding and enforceable agreements of such Guarantor and, when executed and delivered, will constitute valid and binding obligations of such Guarantor (except insofar as enforceability may be affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect).
Term of Guaranty; Warranties. This Guaranty shall continue in full ------------------------------- force and effect until the indebtedness is fully paid, and all obligations of Borrower and Guarantor are performed and discharged. This Guaranty covers the indebtedness whether presently outstanding or arising subsequent to the date hereof including all amounts advanced by Lender in stages or installments. Guarantor warrants and represents to Lender, (I) that this Guaranty is binding upon and enforceable against Guarantor, its heirs, personal representatives, executors, successors, and assigns in accordance with its terms, (II) that the execution and delivery of this Guaranty do not violate any applicable laws or constitute a breach of any agreement to which Guarantor is a party, (III) that there is no litigation, claim, action or proceeding pending, or, to the best knowledge of Guarantor, threatened against Guarantor which would adversely affect the financial condition of Guarantor or its ability to fulfill its obligations hereunder. Guarantor agrees to promptly inform Lender of the adverse determination of any litigation, claim, action or proceeding or the institution of any litigation, claim, action or proceeding against Guarantor which does or could adversely affect the financial condition of Guarantor or its ability to fulfill its obligations hereunder.
Term of Guaranty; Warranties. This Guaranty shall continue in full force and effect until the Indebtedness is fully paid, performed, and discharged. Each Guarantor warrants and represents to the Lender that (a) the Guarantor will directly benefit from the financial accommodations being extended to the Borrower by the Lender; (b) this Guaranty is binding upon and enforceable against the Guarantor, in accordance with its terms; (c) the execution and delivery of this Guaranty do not violate or constitute a breach of any agreement to which either Guarantor is a party or of any applicable laws; and (d) there is no litigation, claim, action, or proceeding pending, or, to the best knowledge of the Guarantor, threatened against the Guarantor that would materially adversely affect the financial condition of the Guarantor or its ability to fulfill its obligations hereunder.
Term of Guaranty; Warranties. This Guaranty shall continue in full force and effect until the Obligations are fully paid, performed, and discharged. . The Obligations shall be regarded as discharged for this purpose upon the first to occur of either full and final payment of the Obligations due under or in connection with the Bridge Notes or conversion thereof pursuant to their terms, plus discharge of any expenses payable by Borrower to or for the benefit of Purchasers outstanding at that time. Guarantor warrants and represents to Purchasers that (a) Guarantor will directly benefit from the financial accommodations being extended to the Company by Purchasers; (b) this Guaranty is binding upon and enforceable against Guarantor, in accordance with its terms; (c) the execution and delivery of this Guaranty do not violate or constitute a breach of any agreement to which any Guarantor is a party or of any applicable laws; and (d) there is no litigation, claim, action, or proceeding pending, or, to the best knowledge of Guarantor, threatened against any Guarantor that would materially adversely affect the financial condition of any Guarantor or its ability to fulfill its obligations hereunder.
Term of Guaranty; Warranties. This Guaranty shall continue in full force and effect unless and until all of the Obligations are fully performed and discharged, at which time, and only at which time, this Guaranty shall terminate and be of no further force or effect. Guarantor warrants and represents CP that, (i) this Guaranty is binding upon and enforceable against Guarantor, in accordance with its terms, (ii) the execution and delivery of this Guaranty does not violate or constitute a breach of any agreement to which Guarantor is a party or of any applicable laws, (iii) there is no litigation, claim, action or proceeding pending, or, to the best knowledge of Guarantor, threatened against Guarantor which would materially adversely affect the financial condition of Guarantor or his ability to fulfill his obligations hereunder, and (iv) any financial statements and similar financial information previously delivered by or on behalf of Guarantor to CP are true and correct in all material respects and no material adverse change has occurred in Guarantor’s financial condition since the date of such statements or other information. This Guaranty is binding on and enforceable against Guarantor, his heirs, personal representatives, executors, successors and assigns, and is for the benefit of CP and its successors and assigns.
Term of Guaranty; Warranties. This Guaranty shall continue in full force and effect until the Deferred Amount is fully paid or Common Stock is delivered to the Seller as provided in the Purchase Agreement, and all of the Purchaser's Obligations are discharged. The Guarantor warrants and represents to the Seller that (a) the Guarantor will directly benefit from the financial accommodations being extended to the Purchaser by the Seller; (b) this Guaranty is binding upon and enforceable against the Guarantor, in accordance with its terms; (c) the execution and delivery of this Guaranty do not violate or constitute a breach of any agreement to which the Guarantor is a party or of any applicable laws; and (d) there is no litigation, claim, action, or proceeding pending, or, to the best knowledge of the Guarantor, threatened against the Guarantor that would materially adversely affect the financial condition of the Guarantor or its ability to fulfill its obligations hereunder.
Term of Guaranty; Warranties. This Guaranty shall continue in full force and effect until the Indebtedness is fully paid, performed and discharged. This Guaranty covers the Indebtedness whether presently outstanding or arising subsequent to the date hereof including
