Validity Guaranty. Two originals of the Validity Guaranty dated as of the date of this Agreement, duly executed by the executive officers and directors of the Borrower.
Validity Guaranty. The term “Validity Guaranty” shall mean each Limited Validity Guaranty by the Validity Guarantors in favor of Administrative Agent for the benefit of the Lender Parties.
Validity Guaranty. An original of the Validity Guaranty dated as of the date of this Agreement, duly executed by the executive officers and directors of the Borrower as requested by the Lender.
Validity Guaranty. The term “Validity Guaranty” shall mean each Indemnity Agreement (Fraud Guaranty), dated as of the date hereof, by the Validity Guarantors in favor of Lender. 1091435_13.DOC
Validity Guaranty. This Validity Guaranty, dated as of December 31, 2012 and made effective as of February 22, 2013 (the “Validity Guaranty”), is made by Cxxxxxxxxxx Xxxxxxx, an individual (the “Undersigned”), for the benefit of TCA Global Credit Master Fund, LP (the “Lender”).
Validity Guaranty. A Guaranty constituting the unlimited, unconditional validity guaranty of the Obligations by J. Xxxxxxx Xxxxx.
Validity Guaranty. At all times during the term hereof, Borrower shall cause an authorized officer of Borrower (e.g. president, chief executive officer, etc.), such officer's authority to be evidenced by appropriate corporate resolutions and otherwise acceptable to Lender in all respects, to be bound under a validity and support agreement in favor of Lender, such validity and support agreement to be in substantially the same form as the Validity and Support Agreement delivered or about to be delivered by Xxxxxx Xxxxxx on the date hereof.
Validity Guaranty. A Validity Guaranty constituting the unconditional, unlimited joint and several validity guaranty of the Obligations by James C. Kostelni and Douglas Hamm ("Guarantor");
Validity Guaranty. The term "Validity Guaranty" shall mean that certain "validity guaranty" agreement executed by a Validity Guarantor, in a form and substance approved by Lender.
Validity Guaranty. Each Guarantor unconditionally, absolutely and irrevocably guaranties, promises and covenants to Lender that such Guarantor will at all times use commercially reasonable efforts to ensure that:
(i) all Accounts, Inventory and Purchase Orders from time to time reported to Lender as Eligible Accounts, Eligible Inventory, Eligible Purchase Orders or otherwise listed or included on any Borrowing Base Certificate shall be genuine and in all material respects what they are reported to be and shall, in the case of Accounts and Purchase Orders, represent bona fide and existing obligations of Account Debtors.
(ii) all reports, schedules, certificates and other information from time to time delivered or otherwise reported to Lender by Borrower, including all financial statements, tax returns and Borrowing Base Certificates and all supporting information or documentation delivered in connection therewith, shall be bona fide, complete, correct and accurate in all material respects and shall accurately and completely report all matters purported to be covered or reported thereby; provided, however, that, with respect to projected financial information, the Guarantors only represent that such information was prepared in good faith based upon assumptions believed to be reasonable given the Guarantors’ knowledge of the Borrower’s business, industry conditions, sales pipeline and related factors in their professional judgment at the time of such preparation.
(iii) each Account from time to time identified to Lender in any Borrowing Base Certificate as an Eligible Account shall constitute an Eligible Account as of the date of such Borrowing Base Certificate. Each item of Inventory from time to time identified to Lender in any Borrowing Base Certificate as Eligible Inventory shall constitute Eligible Inventory as of the date of such Borrowing Base Certificate. Each Purchase Order from time to time identified to Lender in any Borrowing Base Certificate as an Eligible Purchase Order shall constitute an Eligible Purchase Order as of the date of such Borrowing Base Certificate. Notwithstanding the foregoing sentence, the ineligibility of any asset previously identified as eligible by Borrower in a Borrowing Base Certificate shall not be a breach of this Guaranty by a Guarantor if the change in such asset’s eligibility status did not result in any way from a violation of this Guaranty by such Guarantor. Each Guarantor shall ensure that an updated Borrowing Base Certificate is del...
