Common use of Term of Guaranty; Warranties Clause in Contracts

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 Notwithstanding any statute of limitations applicable hereto, this Guaranty Agreement shall continue in full force and effect until the Company's all outstanding Seller Obligations are fully and indefeasibly paid, and all obligations of Seller pursuant to the Agreement and Guarantor pursuant to this Guaranty are performed and discharged. This Guaranty Agreement covers the Company's Seller Obligations whether presently outstanding or arising subsequent to the date hereof. Each Guarantor warrants and represents to the Noteholders Buyer, (ai) that such Guarantor this Guaranty is an entity duly organizedbinding upon and enforceable against Guarantor, validly existing its successors and assigns in good standing under the laws of accordance with its jurisdiction of organizationterms, (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, (cii) 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, does not violate 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, applicable laws or constitute a default under, any provision of applicable law or regulation or breach 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, agreement to which such Guarantor is a party constitute validparty, binding and enforceable agreements (iii) that except as may have been specifically disclosed to Buyer in writing, there is no litigation, claim, action or proceeding pending, or, to the best knowledge of such Guarantor, threatened against Guarantor andwhich would adversely affect the financial condition of Guarantor or its ability to fulfill its obligations hereunder. Guarantor agrees to promptly inform Buyer of the adverse determination of any litigation, when executed and deliveredclaim, will constitute valid and binding 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 of such Guarantor (except insofar as enforceability may be affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect)hereunder.

Term of Guaranty; Warranties. This Guaranty Agreement shall continue in full force and effect until the Company's Obligations are Indebtedness is fully and indefeasibly paid, performed and discharged. This Guaranty Agreement covers the Company's Obligations Indebtedness whether presently outstanding or arising subsequent to the date hereofhereof including all amounts advanced by the Banks in stages or installments and all revolving credit loans and advances made pursuant to the Loan Agreement, the Notes, or the Related Documents. Each The Guarantor warrants and represents to the Noteholders Agent and the Banks, (ai) that such this Guaranty is binding upon and enforceable against the Guarantor, in accordance with its terms, (ii) that the execution and delivery of this Guaranty do not violate or constitute a breach of any agreement to which the Guarantor is an entity a party or of any applicable laws, (iii) that there is no litigation, claim, action or proceeding pending, or to the best knowledge of the Guarantor, threatened against the Guarantor which would materially adversely affect the financial condition of the Guarantor or its ability to fulfill its obligations hereunder. Guarantor agrees to submit annually to the Agent current financial statements in the same form and with the same substance and level of detail required of the Debtor pursuant to the Loan Agreement. Guarantor agrees to promptly inform the Agent 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 materially adversely affect the financial condition of the Guarantor or its ability to fulfill its obligations hereunder. This Guaranty is binding on and enforceable against the Guarantor, its successors and assigns. The Guarantor represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationNorth Carolina, with stock outstanding that has been duly and validly issued, (bii) that such Guarantor it has all powers the corporate power, authority and all material governmental licenses, authorizations, consents and approvals required legal right to carry on its the business as now conductedbeing conducted by it and to engage in the transactions contemplated by this Guaranty and the Loan Documents, and (ciii) 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 and observance of its obligations hereunder and thereunder are within the corporate power of such Guarantor, provisions hereof 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 Documentscorporate and, if anyrequired, 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)stockholder action.

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 The Guarantor warrants and represents to the Noteholders (a) that such the Guarantor is an entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation, (b) that such the Guarantor has all corporate 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 the Guarantor of this Guaranty Agreement and the other Revolving Credit Note Documents, if any, to which it is a party and the performance by such the Guarantor of its obligations hereunder and thereunder are within the corporate power of such the Guarantor, have been duly authorized by all necessary organizational corporate 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 the articles of incorporation or regulations (or other constitutional documents) of the constitutional documents of such Guarantor or of any material agreement, judgment, injunction, order, decree, or other material instrument binding upon such the Guarantor or result in the creation or imposition of any Lien on any asset of such the Guarantor and (d) that this Guaranty Agreement and the other Revolving Credit Note Documents, if any, to which such the 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)the Guarantor.

Term of Guaranty; Warranties. This Notwithstanding any statute of limitations applicable hereto, this Guaranty Agreement shall continue in full force and effect (i) with respect to the Seller Obligations under Section 18 of the Purchase Agreement, for eighteen months following the date hereof and (ii) with respect to the Seller Obligations under Section 28 of the Purchase Agreement, until the Company's termination of such Seller Obligations are pursuant to the terms of said Section 28; provided, however, that if any claim for Seller Obligations has been made and remains outstanding, then this Guaranty shall not terminate until such claim for Seller Obligations is fully and indefeasibly paid, performed and dischargedpaid or otherwise finally resolved. This Guaranty Agreement covers the Company's Seller Obligations whether presently outstanding or arising subsequent to the date hereof. Each Guarantor warrants and represents to the Noteholders Purchaser, (ai) that such this Guaranty is binding upon and enforceable against Guarantor is an entity duly organized, validly existing and its successors and assigns in good standing under the laws of accordance with its jurisdiction of organizationterms, (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, (cii) that the execution and delivery by such Guarantor of this Guaranty Agreement does not violate any applicable laws or constitute a breach of any agreement to which Guarantor is a party, and the other Revolving Credit Documents(iii) that except as may have been specifically disclosed to Purchaser in writing, if anythere is no litigation, claim, action or proceeding pending, or, to which it is a party and the performance by such Guarantor of its obligations hereunder and thereunder are within the corporate power knowledge of such Guarantor, have been duly authorized by all necessary organizational actionthreatened against such Guarantor which would materially adversely affect its ability to fulfill its obligations hereunder. Guarantor agrees to promptly inform Purchaser of the adverse determination of any litigation, require no action by or in respect ofclaim, 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, proceeding or constitute a default under, any provision of applicable law or regulation or the institution of any of the constitutional documents of such litigation, claim, action or proceeding against Guarantor which does 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, could materially adversely affect its ability 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 fulfill its 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)hereunder.

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 hereofhereof including all Advances under the Facility made pursuant to the Revolving Credit Agreement, the Note, or the Loan Documents. Each The Guarantor warrants and represents to the Noteholders Lender, (ai) that such this Guaranty is binding upon and enforceable against the Guarantor, in accordance with its terms, (ii) that the execution and delivery of this Guaranty do not violate or constitute a breach of any agreement to which the Guarantor is an entity a party or of any applicable laws, (iii) that there is no litigation, claim, action or proceeding pending, or to the best knowledge of the Guarantor, threatened against the Guarantor which would materially adversely affect the financial condition of the Guarantor or its ability to fulfill its obligations hereunder. Guarantor agrees to submit to the Lender financial statements in accordance with the terms and provisions of the Revolving Credit Agreement. Guarantor agrees to promptly inform the 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 materially adversely affect the financial condition of the Guarantor or its ability to fulfill its obligations hereunder. This Guaranty is binding on and enforceable against the Guarantor, its successors and assigns. The Guarantor represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationNorth Carolina, with stock outstanding that has been duly and validly issued, (bii) that such Guarantor it has all powers the corporate power, authority and all material governmental licenses, authorizations, consents and approvals required legal right to carry on its the business as now conductedbeing conducted by it and to engage in the transactions contemplated by this Guaranty and the Loan Documents, and (ciii) 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 and observance of its obligations hereunder and thereunder are within the corporate power of such Guarantor, provisions hereof 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 Documentscorporate and, if anyrequired, 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)stockholder action.